form10q11062008g.htm


    


    
      

      

    

    Exhibit 10.8


    


    


    


    


    


    February
14, 2008

    


    


    Stephen
F. Reeves

    c/o The
Black & Decker Corporation

    701 East
Joppa Road

    Towson,
Maryland  21286

    


    Dear
Steve:

    


    The Black
& Decker Corporation (the “Corporation”) considers it essential to the best
interests of its stockholders to foster the continuous employment of key
management personnel.  In this connection, the Board of Directors of
the Corporation (the “Board”) recognizes that, as is the case with many publicly
held corporations, the possibility of a change in control of the Corporation may
exist and that such possibility, and the uncertainty and questions that it may
raise among management, may result in the departure or dis­traction of
management personnel to the detriment of the Corporation and its
stock­holders.  The Board has determined that appropriate steps
should be taken to reinforce and encourage the continued attention and
dedication of members of the Corporation’s management, including you, to their
assigned duties without distraction in the face of potentially disturbing
circumstances arising from the possibility of a change in control of the
Corporation, although no such change is now contemplated.

    


    In order
to induce you to remain in the employ of the Corporation, the Corporation agrees
that you shall receive the severance benefits set forth in this letter agreement
(this “Agree­ment”) in the event of a “Change in Control of the Corporation”
(as defined in Section 2) under the circumstances described below.

    


    1.           Term of
Agreement.  This Agreement shall commence on the date hereof
and shall continue in effect through December 31, 2013; provided, however,
that if a Change in Control of the Corporation shall have occurred prior to
December 31, 2013, this Agreement shall continue in effect for a period of
36 months beyond the month in which the Change in Control of the Corporation
occurred, at which time this Agreement shall
terminate.  Notwithstanding the foregoing, and provided no Change in
Control of the Corporation shall have occurred, this Agreement shall
automatically terminate upon the earlier to occur of (a) your termination of
employment with the Corporation, or (b) the Corporation’s giving you notice of
termination of this Agreement, regardless of the effective date of such
termination.

    


    2.           Change in
Control.  No benefits shall be payable under this Agreement
unless there shall have been a Change in Control of the
Corporation.  For purposes of this Agreement, a “Change in Control of
the Corporation” shall mean a change in control of a nature that would
be

    


    
      
        
           


        

        
           


          
            

          

        

        
           


          
            Stephen
F. Reeves

            February
14, 2008

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    required
to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A
promul­gated under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), whether or not the Corporation is in fact required to comply
therewith, provided that, without limitation, such a change in control shall be
deemed to have occurred if (A) any “person” (as that term is used in Sections
13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Corpo­ration or any
of its subsidiaries or a corporation owned, directly or indirectly, by the
stockholders of the Corporation in substantially the same pro­portions as
their ownership of stock of the Corporation, is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Corporation representing 35% or more of the
combined voting power of the Corporation’s then outstanding securities; (B)
during any period of two consecutive years, individuals who at the beginning of
that period constitute the Board and any new direc­tor (other than a
director designated by a person who has entered into an agreement with the
Corporation to effect a transaction described in clauses (A) or (D) of this
Section) whose election by the Board or nomination for election by the
Corporation’s stockholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so approved
cease for any reason to const­itute a majority of the Board; (C) the
Corporation enters into an agreement, the consummation of which would result in
the occur­rence of a Change in Control of the Corporation; or (D) the
stockholders of the Corporation approve a merger, share exchange or
consolidation of the Corporation with any other corporation or entity, other
than a merger, share exchange or consolidation that would result in the voting
securi­ties of the Corporation outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least 60% of the combined
voting power of the voting securi­ties of the Corporation or the surviving
entity outstanding immediately after the merger, share exchange or
consolidation, or the stock­holders of the Corporation approve a plan of
complete liquidation of the Corporation or an agreement for the sale or
disposition by the Corporation of all or substantially all the Corporation’s
assets.

    


    3.           Vesting of Stock
Options.  Upon a Change in Control of the Corporation, you
shall fully vest in all outstanding stock options granted to you under the
Corporation’s stock option plans.  Each stock option shall continue to
be exercisable for the term of that stock option. In accordance with the terms
of the Corporation’s restricted stock plans, all shares of restricted stock held
by you shall become fully vested and no longer subject to forfeiture upon the
occurrence of a Change in Control of the Corporation.

    


    4.           Termination Following Change
in Control of the Corporation.  If a Change in Control of the
Corporation shall have occurred, you shall be entitled to the benefits provided
in Section 5.2 upon the subsequent termination of your employment during the
term of this Agreement unless the termina­tion is (A) because of your death
or Disability (as defined in Section 4.1), (B) by the Corporation for Cause (as
defined in Section 4.2), or (C) by you other than for Good Reason (as defined in
Section 4.3).

    


    
      
        
           


        

        
           


          
            

          

        

        
           


          
            Stephen
F. Reeves

            February
14, 2008

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    4.1           Disability.  If,
as a result of your incapacity due to physical or mental illness, you shall have
been absent from the full-time performance of your duties with the Corporation
for six consecutive months and, within 30 days after a Notice of Termination (as
defined in Section 4.4) is given to you, shall not have returned to the
full-time performance of your duties, your employ­ment may be terminated for
“Disability.”

    


    4.2           Cause.  Termination
by the Corporation of your employment for “Cause” shall mean termination upon
(a) the willful and continued failure by you to substantially perform your
duties with the Corporation (other than any such failure resulting from your
incapacity due to physical or mental illness or any such actual or anticipated
failure after the issuance by you of a Notice of Termination for Good Reason)
after a written demand for s­ubstantial performance is delivered to you by
the Board, which demand specifically identifies the manner in which the Board
believes that you have not substantially performed your duties, or (b) the
willful engaging by you in conduct that is demonstrably and materially injurious
to the Corporation, mone­tarily or otherwise.  For purposes of
this Section 4.2, no act or failure to act on your part shall be deemed
“willful” unless done, or omitted to be done, by you not in good faith and
without reasonable belief that your action or omission was in the best interest
of the Corporation. Notwithstanding the foregoing, you shall not be deemed to
have been terminated for Cause unless and until there shall have been delivered
to you a copy of a resolu­tion duly adopted by the affirmative vote of not
less than three-quarters of the entire membership of the Board at a meeting of
the Board called and held for that purpose (after reasonable notice to you and
an opportunity for you, together with your counsel, to be heard before the
Board), finding that in the good faith opinion of the Board you were guilty of
conduct set forth above in clauses (a) or (b) of the first sentence of this
Section 4.2 and specifying the particulars thereof in detail.

    


    4.3           Good
Reason.  You shall be entitled to terminate your employment for
Good Reason.  For purposes of this Agreement, “Good Reason” shall
mean, without your express written consent, the occurrence after a Change in
Control of the Corporation of any of the following circumstances unless the
circumstances are fully corrected prior to the Date of Termination specified in
the Notice of Termination given in respect thereof:

    


    (a)           the
assignment to you of any duties incon­sistent with your current status as an
executive of the Corporation or a substantial adverse altera­tion in the
nature or status of your responsibilities from those in effect immediately prior
to the Change in Control of the Corporation;

    


    (b)           a
reduction by the Corporation in your annual base salary as in effect on the date
of this Agreement or any subsequently established higher annual base salary,
except for across-the-­board salary reductions similarly affecting all
senior executives of the Corporation and all senior executives of any person in
control of the Corporation;

    


    (c)           your
relocation to a location not within 25 miles of your office or job location
immediately prior to the Change in Control of the Corporation, except
for

    


    
      
        
           


        

        
           


          
            

          

        

        
           


          
            Stephen
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            February
14, 2008

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    required
travel on the Corporation’s business to an extent substantially consistent with
your busi­ness travel obligations immediately prior to the Change in Control
of the Corporation;

    


    (d)           the
failure by the Corporation, without your consent, to pay to you any portion of
your compen­sation to which you are entitled when such compensation is
due;

    


    (e)           the
failure by the Corporation to continue in effect any compen­sation plan in
which you participated immediately prior to the Change in Control of the
Corporation that is material to your total compensation, including but not
limited to the Corporation’s (i) Executive Annual Incentive Plan (“EAIP”),
Annual Incentive Plan (“AIP”) or other comparable annual compensation plan, (ii)
stock option and restricted stock plans, and (iii) 2008 Executive Long-Term
Incentive/Retention Plan or other comparable medium- or long-term compensation
plan, or any substitute plan or plans adopted prior to the Change in Control of
the Corporation; unless an equitable arrangement (embodied in an ongoing
­substitute or alterna­tive plan) has been made with respect to the plan
and the equitable arrangement provides substantially equivalent benefits not
materially less favorable to you (both in terms of the amount of benefits
provided and the level of your participation relative to other participants), or
the failure by the Corporation to continue your participation therein (or in
such substitute or alternative plan) on a basis not materially less
favor­able (both in terms of the amount of benefits provided and the level
of your partici­pation relative to other partici­pants) than those you
enjoyed immediately prior to the Change in Control of the
Corporation;

    


    (f)           the
failure by the Corporation to continue in effect any material benefit available
to you immediately prior to the Change in Control of the Corporation, including
without limitation (i) the failure to provide to you benefits substantially
similar to those enjoyed by you under any of the Corporation’s retirement,
savings, life insur­ance, medical, dental, health and accident, or
disability plans in which you were participating at the time of the Change in
Control of the Corporation, (ii) the failure to continue to provide to you any
material perquisite provided to you at the time of the Change in Control of the
Corporation, (iii) the failure by the Corpora­tion to provide to you the
number of paid vacation days to which you are entitled on the basis of years of
service with the Corporation in accordance with the Corporation’s normal
vacation policy in effect at the time of the Change in Control of the
Corporation, or (iii) the taking of any action by the Corporation that would
directly or indirectly materially reduce any of these benefits or deprive you of
any material benefit or perquisite enjoyed by you at the time of the Change in
Control of the Corporation;

    


    (g)           the
failure of the Corporation to obtain a satisfactory agreement from any successor
to assume and agree to perform this Agreement, as contemplated in
Section 7.1; or

    


    
      
        
           


        

        
           


          
            

          

        

        
           


          
            Stephen
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            February
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      (h)           any
purported termination of your employment that is not effected pursuant to a
Notice of Termination satisfying the requirements of Section 4.4 (and, if
applicable, the requirements of Section 4.2), which purported termina­tion
shall not be effective for purposes of this Agreement.

      


      Your
rights to terminate your employment pursuant to this Section 4.3 shall not be
affected by your incapacity due to physical or mental illness.  Your
continued employment shall not constitute consent to, or a waiver of rights with
respect to, any circumstance constituting Good Reason under this Section
4.3.

      


      4.4           Notice of
Termination.  Any purported termination of your employment by
the Corporation for Cause or Disability or by you for Good Reason shall be
commu­nicated by written Notice of Termination to the other party in
accordance with Section 8.  For purposes of this Agreement, a “Notice
of Termination” shall mean a notice that indicates the specific termination
provision in this Agree­ment relied upon and that sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for
termina­tion of your employment under the provision so
indicated.

      


      4.5           Date of
Termination.  Subject to the following sentence, “Date of
Termination” shall mean (a) if your employment is terminated by your death, the
date of your death; (b) if your employment is terminated for Disability, 30 days
after Notice of Termination is given (provided that you shall not have returned
to the full-time performance of your duties during the 30-day period); and (c)
if your employment is terminated for any reason other than death or Disability,
the date specified in the Notice of Termination.  For purposes of
clause (c) in the immediately preceding sentence, the date specified in the
Notice of Termination shall not be less than 30 days from the date the Notice of
Termination is given, except in the case of a termination pursuant to Section
4.3 such date shall not be less than 15 nor more than 60 days from the date that
the Notice of Termination is given.  If the party receiving the Notice
of Termination notifies the other party within 15 days of receiving the Notice
of Termination or, if later, prior to the Date of Termination (as determined
without regard to this sentence) that a dispute exists concerning the
termination, the Date of Termina­tion shall be the date on which the dispute
is finally deter­mined, either by mutual written agreement of the parties,
by a binding arbitration award, or by a final judgment, order or decree of a
court of competent jurisdiction (which is not appealable or with respect to
which the time for appeal has expired and no appeal has been
perfected).  The Date of Termination shall be extended by a notice of
dispute only if the notice is given in good faith and the party giving the
notice pursues the resolution of the dispute with reasonable
diligence.  Notwithstanding the pendency of the dispute, the
Corporation will continue to pay you your full compensation in effect when the
Notice of Termination giving rise to the dispute wa­s given (including, but
not limited to, base salary) and continue you as a participant in all
compensation, benefit and insurance plans in which you were participating when
the notice giving rise to the dispute was given, until the dispute is finally
resolved in accordance with this Section 4.5.  Amounts paid under this
Section 4.5 are in addition to all other amounts due under this Agreement and
shall not be offset against or reduce any other amounts due under this
Agreement.



    
      
        
           


        

        
           


          
            

          

        

        
           


          
            Stephen
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            February
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    5.           Compensation Upon
Termination.  Upon termination of your employment following a
Change in Control of the Corporation, you shall be entitled to the following
benefits:

    


    5.1           Termination for Cause or
Without Good Reason or upon Disability or Death.  If your
employment shall be terminated by your death, by the Corporation for Cause or
Disability, or by you without Good Reason, the Corporation shall pay you your
full base salary through the Date of Termination at the rate in effect at the
time of your death or Notice of Termination is given, as the case may be, plus
all other amounts to which you are entitled under any retirement, insurance and
other compensation programs of the Corporation at the time the payments are due,
and the Corporation shall have no further obligations to you under this
Agreement.

    


    5.2           Termination Without Cause or
Disability or for Good Reason.  If your employment by the
Corporation shall be terminated (A) by the Corporation other than for Cause or
Disability or (B) by you for Good Reason, then you shall be entitled to the
benefits provided below:

    


    (a)           The
Corporation shall pay you your full base salary through the Date of Termination
at the rate in effect at the time Notice of Termination is given, plus all other
amounts to which you are entitled under any compensation plan of the
Corporation, at the time those payments are due, except as otherwise provided
below.

    


    (b)           In
lieu of any further salary payments to you for periods subsequent to the Date of
Termination, the Corporation shall pay as severance pay to you a lump sum
severance payment (the “Severance Payment”) in an amount equal to three times
the sum of your (1) annual base salary in effect immediately prior to the
occurrence of the circum­stance giving rise to the Notice of Termination,
(2) Maximum Participant Award (as defined below); plus (3) the LTP
Amount (as defined below).

    


    “Maximum
Participant Award” means the maximum award that could be payable to you under
the terms of the EAIP (if you were a participant in the EAIP immediately prior
to the occurrence of the circumstances giving rise to the Notice of
Termination), the AIP (if you were a participant in the AIP immediately prior to
the occurrence of the circumstances giving rise to the Notice of Termination),
or other comparable or substitute annual compensation plan for the year in which
the Date of Termination occurs, determined as if you remained a participant
until the end of the year and all performance goals for that year that would
entitle you to a maximum payment were met or exceeded.  “LTP Amount”
means an amount equal to 60% of your annual base salary in effect immediately
prior to the occurrence of the circumstance giving rise to the Notice of
Termination, as such amount is adjusted (i) upward proportionately to the extent
the closing sale price per share of the Corporation’s common stock as finally
reported by the New York Stock Exchange on the trading date immediately prior to
the Date of Termination (the “Stock Price Measure”) exceeds the average daily
closing sale price of the Corporation’s common stock as finally reported by the
New York Stock Exchange during the first quarter of 2008 (the “Stock


    
      
        
           


        

        
           


          
            

          

        

        
           


          
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    Base
Amount”) or (ii) downward proportionately to the extent the Stock Price Measure
is less  than the Stock Base Amount.

     

    (c)           The
Corporation shall also pay to you all legal fees and expenses incurred by you as
a result of the termination (including all legal fees and expenses, if any,
incurred in contesting or disputing the termination or in seeking to obtain or
enforce any right or benefit pro­vided by this Agreement or in connection
with any tax audit or proceeding to the extent attributable to the application
of Section 4999 of the Internal Revenue Code (the “Code”) to any payment or
benefit provided under this Agreement).

    


    (d)           The
Severance Payment plus interest shall be made on the date that is six months and one day
following your “separation from service” as defined in Section 409A of the Code
and the regulations promulgated thereunder.  The Severance Payment
shall bear interest at an annualized rate of 4.5% from and after your
“separation from service” until paid pursuant to this Section
5.2(d).

    


    5.3           Additional
Benefits.  If your employment shall be terminated (a) by the
Corporation other than for Cause or Disability or (b) by you for Good
Reason, then for a 36-month period after such termination, the Corporation shall
arrange to provide to you life, disability, accident, medical, dental and health
insurance benefits sub­stantially similar to those that you are receiving
immediately prior to the Notice of Termination.  Benefits otherwise
receiv­able by you pursuant to this Section 5.3 shall be reduced to the
extent comparable benefits are actually received by you from another employer
during the 36-month period following your termination, and any such benefits
actually received by you shall be reported to the Corporation.

    


    5.4           Mitigation.  You
shall not be required to mitigate the amount of any payment provided for in this
Agreement by seeking other employment or otherwise.  The Corporation
shall not be entitled to set off against the amount of any payment or benefit
provided for in this Agreement any amounts owed to the Corporation by you, any
compensation earned by you as the result of employment by another employer, or
any retirement benefits to which you may be entitled under the Corporation’s
retirement or savings plans.

    


    5.5           Other Compensation and
Benefit Plans.  In addition to all other amounts payable to you
under this Section 5, you shall be entitled to receive all compensation,
retirement benefits and any other benefits payable to you under any plan or
arrangement sponsored by the Corporation or any of its subsidiaries in
accordance with the terms of such plans or arrangements, and, except as
otherwise provided in this Agreement, the amounts payable under this Agreement
shall not in any way affect, diminish, or impair any compensation or benefits
payable to you under such plans or arrangements.

    


    
      6.           Gross-Up
Payment.

      


      6.1           Calculation of Gross-Up
Payment.  If the Severance Payment or any other portion of the
Total Payments (as defined below) will be subject to the tax imposed by Section



    

    
      
        
           


        

        
           


          
            

          

        

        
           


          
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    4999 of
the Code (the “Excise Tax”), the Corporation shall pay to you at the time
specified in Section 6.2 an additional amount (the “Gross-Up Payment”) such that
the net amount retained by you, after deduction of any Excise Tax on the
Severance Payment and such other Total Payments and any fed­eral and state
and local income tax and Excise Tax upon the Gross-Up Payment, shall be equal to
the Severance Payment and such other Total Payments.  For purposes of
determining whether any of the payments will be subject to the Excise Tax and
the amount of such Excise Tax, (i) any other payments or benefits received or to
be received by you in connection with a Change in Control of the Corporation or
your termination of employment (whether payable pursuant to the terms of this
Agreement or any other plan, arrangement or agreement with the Corporation, its
successors, any person whose actions result in a Change in Control of the
Corporation or any corporation affiliated (or which, as a result of the
completion of a transaction causing a Change in Control of the Corporation, will
become affiliated) with the Corporation within the meaning of Section 1504 of
the Code) (together with the Severance Payment, the “Total Payments”) shall be
treated as “para­chute payments” within the meaning of Section 280G(b)(2) of
the Code, and all “excess parachute payments” within the meaning of Section
280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion
of tax counsel selected by the Corpo­ration and acceptable to you (“Tax
Counsel”) the Total Payments (in whole or in part) do not constitute parachute
payments, or such excess parachute payments (in whole or in part) represent
reason­able compensation for services actually rendered within the meaning
of Section 280G(b)(4)(B) of the Code either to the extent such reasonable
compensation is in excess of the base amount within the meaning of Section
280G(b)(3) of the Code or are otherwise not subject to the Excise Tax, (ii) the
amount of the Total Payments that shall be treated as subject to the Excise Tax
shall be equa­l to the lesser of (A) the total amount of the Total Payments
or (B) the amount of excess parachute payments within the meaning of Section
280G(b)(1) (after applying clause (i), above), and (iii) the value of any
non-cash benefits or any deferred payment or benefit shall be determined by Tax
Counsel in accordance with the principles of Sections 280G(d)(3) and (4) of the
Code.  For purposes of determining the amount of the Gross-Up Payment,
you shall be deemed to pay federal income taxes at the highest marginal rate of
federal income taxation in the calendar year in which the Gross-Up Payment is to
be made and state and local income taxes at the highest marginal rate of
taxation in the state and locality of your residence on the Date of Termination,
net of the maximum reduction in fed­eral income taxes which could be
obtained from deduction of such state and local taxes.  If the Excise
Tax is subsequently determined to be less than the amount taken into account
under this Section 6.1 at the time of payment of the Gross-Up Payment, you shall
repay to the Corporation at the time that the amount of such reduction in the
Excise Tax is finally determined the portion of the Gross-Up Payment
attributable to such reduc­tion (plus the portion of the Gross-Up Payment
attributable to the Excise Tax and federal and state and local income tax
imposed on the Gross-Up Payment being repaid by you if such repayment results in
a reduction in Excise Tax and/or a federal and state and local income tax
deduction) plus interest on the amount of such repayment at the rate provided in
Section 1274(d) of the Code.  If the Excise Tax is determined to
exceed the amount taken into account hereunder at the time of payment of the
Gross-Up Payment (including by reason of any payment resulting from the
existence or amount of which cannot be determined at the time of the payment of
the Gross-Up Payment), the Corporation shall make an additional Gross-Up Payment
in respect of such excess (plus any interest, penalties, and professional fees



    
      
        
           


        

        
           


          
            

          

        

        
           


          
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     incurred
by you with respect to such excess, including all such taxes with respect to
such additional amount) at the time that the amount of such excess is finally
determined.

    


    6.2           Payment of Gross-Up
Payments.  The payments provided for in Section 6.1 shall be
made on the date that is six months and one day following your “separation of
service” as defined in Section 409A of the Code and the regulations promulgated
thereunder.

    


    
      7.           Successors; Binding
Agreement.

      


      7.1           Successors.  The
Corporation will require any successor to all or substantially all of the
business or assets of the Corporation (whether direct or indirect, by purchase,
merger, share exchange, consolidation or otherwise) to assume expressly and
agree to perform this Agreement in the same manner and to the same extent that
the Corporation would be required to perform it if the succession had not taken
place.  Failure of the Corpora­tion to obtain the assumption and
agreement prior ­to the effectiveness of the succession shall be a breach of
this Agreement and shall entitle you to terminate your employment for Good
Reason following a Change in Control of the Corporation.  As used in
this Agreement, “Corporation” shall mean the Corporation as hereinbefore defined
and any successor to its business or assets as described above that assumes and
­agrees to perform this Agreement by operation of law or
otherwise.

    

    


    7.2           Binding
Agreement.  This Agreement shall inure to the benefit of and be
enforceable by your personal or legal representatives, executors,
administrators, heirs, distributees, and legatees. Any amount payable to you
under this Agreement at the time of your death, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to your
legatee or other designee or, if there is no such designee, to your
estate.

    


    7.3           Employment by a
Subsidiary.  If you are employed by a subsidiary of the
Corporation, wherever in this Agreement reference is made to the “Corporation,”
unless the context otherwise requires, the reference shall also include the
subsidiary.  The Corporation shall cause the subsidiary to carry out
the terms of this Agreement insofar as they relate to the employment
relationship between you and the subsidiary, and the Corporation sh­all
indemnify you and save you harmless from and against all liability and damage
that you may suffer as a consequence of the subsidiary’s failure to perform and
carry out such terms.  Wherever reference is made to any benefit
program of the Corpo­ration, the reference shall include, where appropriate,
the corresponding benefit program of the subsidiary if you were a participant in
the benefit program on the date a Change in Control of the Corporation has
occurred.

    


    8.           Notice.  For
the purpose of this Agreement, notices and all other communications provided for
in the Agreement shall be in writing and shall be deemed to have been duly given
when delivered or mailed by United States registered mail, return receipt
request­ed, postage prepaid.  All notices to the Corporation shall
be sent to the Corporation at 701 East Joppa Road, Towson,
Maryland  21286 and directed to the attention of the Board with a copy
to the Secretary of the Corporation and to you at your address listed on the
Corporation’s payroll, or to such other

    


    
      
        
           


        

        
           


          
            

          

        

        
           


          
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    address
as either party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective only upon
receipt.

    


    9.           Miscellaneous.  No
provision of this Agreement may be modified, waived or discharged unless the
waiver, modification or discharge is agreed to in writing and signed by you and
an officer of the Corporation specifically designated by the
Board.  No waiver by either party at any time of any breach by the
other party of any condition or provision of this Agreement to be per­formed
by the other party shall be deemed a waiver of similar or dissimilar provisions
or conditions at the same or at any prior or subsequent time.  This
Agreement constitutes the entire agreement between the parties hereto in respect
of the matters set forth herein, and all prior negotiations, writings and
understandings relating to the subject matter of this Agreement are superseded
and cancelled by this Agreement.  The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of
the State of Maryland, without regard to its principles of conflicts of
laws.  All references to sections of the Exchange Act or the Code
shall be deemed also to refer to any successor provisions to such
sections.  Any payments provided for hereunder shall be paid net of
any applicable withholding re­quired under federal, state or local
law.  The obligations of the Corporation under Sections 5 and 6 shall
survive the expiration of the term of this Agreement, provided that the Date of
Termination occurred prior to such expiration.

    


    10.           Validity.  The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force and effect.

    


    11.           Counterparts.  This
Agreement may be executed in several counterparts, each of which shall be deemed
to be an original but all of which together will constitute one and the same
instrument.

    


    12.           Arbitration.  Any
dispute or controversy arising under or in connection with this Agreement shall
be settled exclusively by arbitration in the State of Maryland, in accordance
with the Commercial Arbitration Rules of the American Arbitration Association
then in effect.  Judgment may be entered on the arbitrator’s award in
any court having jurisdiction; provided, however, that you shall be entitled to
seek specific performance of your right to be paid until the Date of Termination
during the pendency of any dispute or controversy arising under or in connection
with this Agreement.

    


    13.           Section
Headings.  The Section headings contained in this Agreement are
for convenience of reference only and shall not limit or otherwise affect the
meaning or interpretation of this Agreement or any of its terms and
conditions.  All references to Sections in this Agreement are to
Sections of this Agreement.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


          
            Stephen
F. Reeves

            February
14, 2008

            Page
11

            


             

          

        

      

    

     


      If you
agree to the terms of this letter, please sign and return to the Corporation the
enclosed copy which will then constitute our agreement on this
subject.

      


      Sincerely,

      


      THE BLACK
& DECKER CORPORATION

      


      


      


      By: /S/ NOLAN D.
ARCHIBALD

      Nolan D.
Archibald, Chairman

      


      


      


      Agreed to
as of the 14th day of
February, 2008

      


      


      


      /S/ STEPHEN F.
REEVES

      Stephen
F. Reeves