Exhibit 10.3


TERMINATION
AGREEMENT AND GENERAL RELEASE


THIS TERMINATION
AGREEMENT AND GENERAL RELEASE (this “Agreement”) is entered into as of this 29
day of April, 2007, by and between Snap-on Incorporated, a Delaware corporation
(the “Company”), and Alan T. Biland (the “Executive”).


For and in
consideration of the mutual covenants and agreements set forth herein, the
Company and the Executive agree as follows:


1.            Termination of the Executive’s
Employment.


(a)          The Executive’s employment with the
Company terminated effective as of April 24, 2007 (the “Termination Date”). On
the Termination Date, the Executive will return to the Company all Company
property in the possession of or used by the Executive, including the Executive’s
computer, keys and access cards.


(b)          The Executive acknowledges the
termination of his employment effective as of the Termination Date and hereby
confirms his resignation from all offices, directorships, committees, fiduciary
relationships, and trusteeships with the Company and with all of its
subsidiaries, related companies, affiliates and divisions as of 5:00 p.m.,
Central Daylight Time, on the Termination Date. Except as otherwise
specifically provided herein, all references to the Company shall include its
subsidiaries, related companies, affiliates and divisions.


2.            Consideration to the Executive.
If the revocation right set forth in Section 3(v) below is not exercised, and
subject to the Company’s withholding rights and obligations under Section 12
below, the Company will pay and provide to the Executive the payments set forth
in the various subsections of this Section 2 in consideration for the Executive’s
agreements to the releases, covenants and other agreements set forth therein.
None of the payments set forth in this Section 2 will provide the Executive
with any additional credit or accrual rights with respect to any retirement or
other employee benefit plan of the Company. All of the payments and benefits
described in this Section 2 are contingent upon the Executive’s compliance with
the covenants and agreements set forth herein, including the restrictive
covenants in Section 6 below. In addition, the payments specified in Section
2(a) below and 2(b) below may be subject to forfeiture as provided therein. The
Executive acknowledges and agrees that, upon execution hereof, if the Company
complies with the terms of this Agreement, the Company will not have any other
obligations to the Executive arising out of his employment with the Company.


(a)          Severance Amount. The Company
will pay to the Executive the amount of the Executive’s annual base salary of
Three Hundred Sixty-Seven Thousand Four Hundred Dollars ($367,400) in equal
monthly payments for the period from the termination date through April 23,
2008. Such payments (collectively, the “Salary Continuation Payments”), will be
made on the fourth Friday of every month commencing on May 25, 2007.
Notwithstanding the foregoing, the Executive’s right to receive any unpaid
portion of the Salary Continuation Payments will cease at such time as the
Executive accepts employment with any of the Restricted Companies (as defined
below). For purposes hereof, the “Restricted Companies” means any of the
following companies or their respective subsidiaries: Autozone, Inc., Cornwell,
SPX Corporation, the tools business of The Stanley Works (including but not
limited 













to MAC Tools), or the
tools business of Danaher Corporation (including but not limited to Matco) or
any part of the business of either The Stanley Works or Danaher Corporation
which involves the tools business (including any managerial position with such
companies which directly or indirectly relates to the tool business of such
companies). In the event the Executive accepts employment with any of the
Restricted Companies, he will notify the Company via electronic mail to the
attention of the Vice President and Chief Legal Officer of the Company of such
acceptance and the Executive’s right to receive any remaining unpaid Salary
Continuation Payments will immediately cease.


(b)          Lump Sum Payment. The Company
will pay as additional severance to the Executive on April 24, 2009, Six
Hundred Seventy-Five Thousand Dollars ($675,000), by wire transfer to the
Executive’s account using wire transfer instructions to be provided separately
by the Executive to the Company. Notwithstanding the foregoing, such payment
will not be paid if the Executive accepts employment with any of the Restricted
Companies at any time prior to April 24, 2009.


(c)          Medical and Dental Plans. The
Company will reimburse the Executive for the monthly cost of the participation
under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended of
the Executive and his family throughout the period from the Termination Date
through the first anniversary of the Termination Date (the “Coverage Period”),
in the medical and dental plans in which the Executive participated as of the
Termination Date (the “Plans”), that covered the Executive and eligible
dependents of the Executive as of the Termination Date, or another plan or plans
providing comparable benefits, at the same out of pocket cost that the
Executive would have incurred for that coverage if he had remained in the
employ of the Company through the end of the Coverage Period, provided that the
Coverage Period will terminate as to the Plans immediately if and when the
Executive obtains other employment that offers substantially similar or
improved benefits. The Executive will execute such documents, if any,
reasonably requested by the Company or required by law, in order to allow the
Executive to receive the benefits contemplated in this Section 2(c).


(d)          Stock Options and Restricted Stock.
The Executive currently holds the options to purchase the Company’s stock
(collectively, “Stock Options”) identified on Exhibit A attached hereto and
identifies which of the options are qualified under Section 422 of the Internal
Revenue Code of 1986, as amended and which are not so qualified. The Executive
also holds 42,500 shares of restricted stock and 9,000 performance shares, none
of which are vested. Effective as of the Termination Date, any unvested Stock
Options and all restricted shares held by the Executive will lapse and
terminate. All vested Stock Options may be exercised by the Executive in
accordance with the terms of the applicable option plans and agreements on or
before the dates set forth opposite each such Stock Option on Exhibit A
attached hereto. To the extent that any of such vested Stock Options are not
exercised prior to the date set forth opposite such Stock Option on Exhibit A
attached hereto, such option will lapse and terminate.


(e)          Outplacement. The Executive
will be provided unlimited executive outplacement services from the firm of
Lawrence, Allen & Kolbe, in Brookfield, Wisconsin, which will be at the
Company’s expense.



 2
 









(f)           Deferred Stock. The Executive
will be paid all vested amounts due him under the Snap-on Incorporated Deferred
Compensation Plan in accordance with the terms of such plan and the Executive’s
deferral elections thereunder. Exhibit B attached hereto is the most recently
available information which the Company has received with respect to the
Executive thereunder.


3.            Release of the Company by the
Executive. The Executive, with the intention of binding himself, his
spouse, dependants, heirs, executors, administrators and assigns, does hereby
release, acquit and forever discharge the Company, and all of its past, present
and future officers, directors, employees, shareholders, agents, successors,
assigns and attorneys, and employee benefit plans and programs, of and from all
manner of actions, causes of action, arbitrations, suits, debts, sums of money,
accounts, reckonings, bonds, covenants, controversies, agreements, promises,
damages, judgments, charges, claims and demands (collectively, “Claims”) that
the Executive now has or may have for actions, inactions or omissions of the
Company on or prior to the date of this Agreement, or arising out of any facts
or circumstances existing as of the date of this Agreement, and whether arising
out of the Executive’s employment with the Company or otherwise including, but
not limited to, Claims under the Executive Retirement Income Security Act,
Claims of employment discrimination under federal, state or local laws, Claims
under ADEA (as defined below), Claims under the Fair Employment Laws, Claims
for violations of statute, or public policy, and any tort, contract,
quasi-contract or other common law Claims; provided, however, that the
foregoing release shall not apply to: (i) any breach by the Company of this
Agreement; (ii) any Claims which may arise after the date this Agreement is
signed; or (iii) subject to the terms and limitations therein, any Claims for
indemnification under the Indemnification Agreement dated August 22, 2003,
between the Company and the Executive (the “Indemnification Agreement”). The
Executive acknowledges and agrees that the payments to the Executive under
Section 2 above are in addition to and in lieu of any other benefits or rights
the Executive may have under other stock option or incentive plan or long-term
incentive or other compensation plan and that the Executive will receive no
payments or benefits under any of such other plans including the Company’s 2007
Management Incentive Plan, any of the Company’s long-term incentive plans
(including the 2005-2007, 2006-2008 and 2007-2009 long-term incentive plans),
or the Company’s Employee Stock Plan. The Executive hereby expressly gives up
any and all rights to any benefits otherwise payable under any of the Company’s
severance plans and policies or incentive plans or programs, except as provided
herein, and the Executive hereby expressly waives the benefits of any statute
or rule of law which, if applied to this release, would otherwise exclude from
its binding effect any Claims not known by the Executive to exist which arose
prior to the signing of this Agreement.


The Executive
agrees and expressly acknowledges that this Agreement includes a waiver and
release of all claims which the Executive has or may have under the Age
Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq.
(“ADEA”). The following terms and conditions apply to and are part of the
waiver and release of the ADEA claims under this Agreement:


(i)           This
Agreement is written in a manner calculated to be understood by the Executive.



 3
 









(ii)          The
waiver and release of claims under the ADEA contained in this Agreement does
not cover rights or claims that may arise after the date on which the Executive
signs this Agreement.


(iii)         This
Agreement provides for consideration in addition to anything of value to which
the Executive is already entitled.


(iv)         The
Executive is granted 21 days after the Executive is presented with this
Agreement to decide whether or not to sign this Agreement. This period will
expire on May 15, 2007. If the Executive executes this Agreement prior to the
expiration of such period, the Executive does so voluntarily and after having
had the opportunity to consult with an attorney.


(v)          The
Executive will have the right to revoke this Agreement within seven days of
signing this Agreement. In the event this Agreement is revoked, this Agreement
will be null and void in its entirety, and the Executive will not receive the
payments described in Section 2 above. Any revocation should be communicated in
writing by personal delivery or by first-class mail to:


Vice President and Chief Legal Officer

Snap-on Incorporated

P.O. Box 1410

2810-80th Street

Kenosha, Wisconsin 53141-1410


If the Executive does not exercise his right to revoke this Agreement,
it will become effective on the eighth day after he has signed it.


4.            Advice of Counsel. The
Executive represents and warrants that he has read this Agreement, that he has
had adequate time to consider it, that he has been advised by the Company to
consult with an attorney and has consulted with an attorney prior to executing
this Agreement, that he understands the meaning and application of this
Agreement and that he has signed this Agreement knowingly, voluntarily and of
his own free will with the intent of being bound by it.


5.            Severability; Modification of
Agreement. If any provision of this Agreement shall be found invalid or
unenforceable in whole or in part, then such provisions shall be deemed to be
modified or restricted to the extent and in the manner necessary to render the
same valid and enforceable or shall be deemed excised from this Agreement as
such circumstances may require, and this Agreement shall be construed and
enforced to the maximum extent permitted by law as if such provision had been originally
incorporated herein as so modified or restricted or as if such provision had
not been originally incorporated herein, as the case may be.


6.            Restrictive Covenants.


(a)          No Solicitation of Customers,
Distributors, Franchisees or Suppliers. For the consideration paid in
Section 2 above, for the period from the Termination Date through 



 4
 









April 24, 2009 (the “Restricted
Period”), the Executive shall not directly or indirectly, either individually
or acting in concert, attempt in any manner to solicit and/or otherwise
persuade or induce any person or entity who is or has been during the two year
period prior to the date hereof a customer, distributor, franchisee or supplier
of the Company to cease to do business with or cancel its business with the Company,
to reduce the amount of business which any such customer, distributor,
franchisee or supplier or former customer, distributor or supplier has
customarily done or contemplated doing with the Company or to refrain from
increasing the amount of business with the Company.


(b)          No Solicitation of Employees.
For the consideration paid in Section 2 above, during the Restricted Period,
the Executive shall not directly or indirectly, either individually or acting
in concert, solicit for employment or retention any individual who is an
employee, agent or representative of the Company as of the date hereof, or
influence or attempt to influence any employee of the Company to terminate his
or her employment with the Company.


(c)          Restricted Companies. The
Executive acknowledges and agrees that the Executive’s rights to any unpaid
Salary Continuation Payments under Section 2(a) above or the lump-sum payment
under Section 2(b) above, will cease and terminate as provided therein in the
event the Executive accepts employment with any of the Restricted Companies.


7.            Confidentiality of Terms; No
Disparagement; and Confidential Information.


(a)          This Agreement and all matters
relating to or leading up to the negotiation and effectuation of this Agreement
are confidential and will not be disclosed to any third party except (i) to
accounting and tax advisors and to employees and administrative personnel of
the Company with a need to know to the extent necessary to perform services or
(ii) as required by law, rule or regulation.


(b)          The Executive agrees that he will
conduct himself in a professional manner and not make any disparaging, negative
or other statements regarding the Company, or any of the Company’s officers,
directors or employees which could reasonably be believed in any way to have an
adverse effect on the business or affairs of the Company or otherwise be
injurious to or not be in the best interests of the Company, any such other
persons.


(c)          The Company agrees that it will
conduct itself, and will cause its respective directors and officers to conduct
themselves, in a professional manner and not make any disparaging, negative or
other statements regarding the Executive, his professional qualifications, his
employment relationship with the Company or the termination thereof, or any
similar matter which could reasonably be believed in any way to have an adverse
effect on the Executive’s professional reputation or prospects or personal
affairs or otherwise be injurious to or not be in the best interests of the
Executive.


(d)          The Executive agrees to keep all
Confidential Information (as defined below) in confidence and as private and
privileged records of the Company and will not divulge or disclose any
Confidential Information at any time. Confidential Information is highly valuable
to the Company, and disclosure of such information would cause serious
competitive 



 5
 









harm. “Confidential
Information” is any and all information relating to the Company’s (including
all affiliated companies) private or proprietary matters, confidential matters
or trade secrets and includes, but is not limited to, information of a
technical nature, such as methods, know-how, formulas, compositions, processes,
discoveries, machines, inventions, ideas, computer programs, software, data,
data analysis, data compilations, research projects, and business information
concerning the Company’s strategies, products, production, development, costs,
purchasing, pricing, profits, market, sales, accounts, customers, franchisees,
financing, expansions, and other information relating to its business practices
or policies.


8.            No Assistance in Litigation.
The Executive agrees not to aid in, voluntarily assist in, or encourage the
pursuit of litigation or any other form of legal or administrative proceeding
against the Company by any other person or entity. In the event that the
Executive is required to divulge or make any disclosure of any confidential
information relating to his knowledge of the Company pursuant to a court order
or subpoena, the Executive agrees to provide written notice of such legal
process to the Company within three business days of the Executive’s receipt of
the legal process. At no time shall the Executive accept any payment, other
than statutory witness fees, to testify in any legal proceeding or arbitration
against the Company.


9.            Release of the Executive by the
Company. The Company, on behalf of itself and its present and former
directors, officers, agents, representatives and employees, hereby releases the
Executive from any and all Claims whatsoever that any of them has or may have
against the Executive relating to any action, inaction or omission of the
Executive prior to the date of this Agreement or any facts or circumstances
existing as of the date of this Agreement, and whether arising out of the
Executive’s employment with the Company or otherwise; provided, however, that
this release does not apply to (i) any breach or failure by the Executive to
perform his obligations under this Agreement, (ii) any criminal act on the part
of the Executive directly and adversely affecting the Company, (iii) any Claim
which may arise after the date this Agreement is signed, or (iv) any Claim of
the Company under the Indemnification Agreement.


10.          Acknowledgment of the Executive.
The Executive acknowledges that he is not aware of any violation by the Company
or any of its officers or directors of any law, rule or regulation or of any
policy of the Company (including any applicable code of conduct) which could
have a material effect on the Company.


11.          Successors and Assigns. This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and their respective successors and assigns.
Notwithstanding the foregoing, neither this Agreement nor any rights hereunder
may be assigned to any party by the Company or the Executive without the prior
written consent of the other party hereto.


12.          Entire Agreement. The Executive
and the Company each represent and warrant that no promise or inducement has
been offered or made except as set forth herein and that the consideration
stated herein is the sole consideration for this Agreement. This Agreement
contains the entire agreement between the parties with respect to payments to
be made by the Company to the Executive and the obligations of the Executive
and the Company regarding non-competition, non-solicitation, confidentiality
and nondisparagement, superseding all prior 



 6
 









agreements. The parties
agree that it is their intent that this Agreement be fair and reasonable to
both parties.


13.          Withholding. The Company may
withhold from any amounts payable under this Agreement and pay over to the
appropriate taxing authority such federal, state, or local taxes as shall be
required to be withheld pursuant to any applicable law or regulation.


14.          Remedies for the Company.
Nothing in this Agreement, including the provisions of Sections 2(a) above and
2(b) above, which require the forfeiture of payments by the Executive, will be
deemed to limit the remedies of the Company for breach of this Agreement by the
Executive or create any liquidated damages for the Company. The Executive
acknowledges and agrees that the Company will have all rights and remedies
available at law or in equity, including the ability to obtain specific
performance, to enforce the terms of this Agreement.


THE EXECUTIVE ACKNOWLEDGES THAT
HE WAS GIVEN, PRIOR TO SIGNING THIS AGREEMENT, A PERIOD OF AT LEAST 21 DAYS
FROM DELIVERY TO HIM OF THIS AGREEMENT WITHIN WHICH TO CONSIDER THIS AGREEMENT.


PLEASE READ CAREFULLY. THIS
AGREEMENT CONTAINS A RELEASE OF KNOWN AND UNKNOWN CLAIMS.


	
  THE EXECUTIVE:

  	
  THE COMPANY:

  SNAP-ON INCORPORATED

  
	
   

  	
   

  
	
  /s/ Alan T.
  Biland

  	
   

  	
  By:

  	
  /s/ Iain Boyd

  	
   

  
	
  Alan T. Biland

  	
  Name:

  	
  Iain Boyd

  
	
   

  	
  Title:

  	
  Vice President Human Resources

  
	
   

  	
   

  
	
  Date: April 29,
  2007

  	
  Date: May 8, 2007

  
						



 



 7















EXHIBIT A

VESTED OPTIONS FOR ALAN T. BILAND


 


	
   

  	
  Number of

  Vested Options

  	
   

  	
  Executive Price

  Per Share

  	
   

  	
  Date of Grant

  	
   

  	
  Expiration Date for

  Exercise of Options

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2,185

  	
   *

  	
   

  	
  $ 45.75

  	
   

  	
  April 6, 1998

  	
   

  	
  July 24, 2007

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2,815

  	
   

  	
   

  	
  $ 45.75

  	
   

  	
  April 6, 1998

  	
   

  	
  October 24, 2007

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5,796

  	
   *

  	
   

  	
  $ 34.50

  	
   

  	
  January 22, 1999

  	
   

  	
  July 24, 2007

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6,204

  	
   

  	
   

  	
  $ 34.50

  	
   

  	
  January 22, 1999

  	
   

  	
  October 24, 2007

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3,405

  	
   *

  	
   

  	
  $ 29.36

  	
   

  	
  April 27, 2001

  	
   

  	
  July 24, 2007

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  16,595

  	
   

  	
   

  	
  $ 29.36

  	
   

  	
  April 27, 2001

  	
   

  	
  October 24, 2007

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  10,000

  	
   

  	
   

  	
  $ 26.23

  	
   

  	
  June 21, 2001

  	
   

  	
  October 24, 2007

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3,103

  	
   *

  	
   

  	
  $ 32.22

  	
   

  	
  January 25, 2002

  	
   

  	
  July 24, 2007

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  16,897

  	
   

  	
   

  	
  $ 32.22

  	
   

  	
  January 25, 2002

  	
   

  	
  October 24, 2007

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3,982

  	
   *

  	
   

  	
  $ 25.11

  	
   

  	
  January 24, 2003

  	
   

  	
  July 24, 2007

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  9,518

  	
   

  	
   

  	
  $ 25.11

  	
   

  	
  January 24, 2003

  	
   

  	
  October 24, 2007

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3,172

  	
   *

  	
   

  	
  $ 31.52

  	
   

  	
  January 23, 2004

  	
   

  	
  July 24, 2007

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  10,328

  	
   

  	
   

  	
  $ 31.52

  	
   

  	
  January 23, 2004

  	
   

  	
  October 24, 2007

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  14,000

  	
   

  	
   

  	
  $ 33.75

  	
   

  	
  February 18,
  2005

  	
   

  	
  October 24, 2007

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  16,000

  	
   

  	
   

  	
  $ 31.48

  	
   

  	
  April 1, 2005

  	
   

  	
  October 24, 2007

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  21,000

  	
   

  	
   

  	
  $ 39.35

  	
   

  	
  February 16,
  2006

  	
   

  	
  October 24, 2007

  	
   

  







*The options
are incentive stock options under Section 422 of the Internal Revenue Code of
1986, as amended. All other options are not qualified under such Section 422.



 8