EX-4.1






Exhibit 4.1




 The Stanley Works 1997 Long-Term Incentive Plan



Restricted Stock Unit Award Certificate




Subject to the terms and conditions on the reverse of this Certificate,




________________has been awarded ____ Restricted Stock Units as follows:




Grant Date:      



25% of RSUs vest on      



25% of RSUs vest on      



25% of RSUs vest on      



25% of RSUs vest on      



The Stanley Works




As a member of Stanley’s team, your skills and contributions are vital to our Company’s and

its Shareholders continued success.

This award of restricted stock units provides you with the opportunity to earn significant

financial rewards for

your efforts and contributions to making Stanley the most successful company it can be.

On behalf of the Board of Directors, Congratulations.









John F. Lundgren



Chairman and CEO



The Stanley Works



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RESTRICTED STOCK UNIT AWARD TERMS




1. Grant of Restricted Stock Units. This certifies that The Stanley Works
(the “Company”) has on the Award Date specified on the front of this Certificate granted to the
Participant named on the front of this Certificate an award (the “Award”) of that number of
Restricted Stock Units indicated on the front of this Certificate, subject to certain restrictions
and on the terms and conditions contained in this Award and the 1997 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, the terms of the Plan shall govern.



2. Dividend Equivalents. The Participant [shall] [shall not] be entitled to receive cash
payments equal to the dividends and distributions paid on shares of the Company’s Common Stock,
$2.50 par value per share (the “Common Stock”), to the same extent as if each Restricted Stock Unit
then held by Participant was a share of Common Stock.



3. Vesting. Subject to the terms and conditions of this Award and the Plan, the
Restricted Stock Units shall vest in accordance with the vesting schedule set forth on the front of
this certificate provided the Participant remains continuously employed by the Company or an
Affiliate until the applicable vesting date.



4. Settlement of Restricted Stock Units. Upon vesting of Participant’s Restricted Stock
Units, the Restricted Stock Units shall be cancelled and in exchange therefor the Company shall
cause a number of shares of Common Stock equal to the number of the Restricted Stock Units then
cancelled to be issued to the Participant in book-entry form. Any shares of Common Stock issued
with respect to the Restricted Stock Units shall be fully registered and freely transferable.



5. Forfeiture Upon Termination of Employment. If, prior to vesting of the Restricted
Stock Units pursuant to Section 3, Participant ceases to be continuously employed by either the
Company or an Affiliate for any reason other than Retirement (as defined below), Disability (as
defined below) or death, then Participant’s rights to all of the unvested Restricted Stock Units
shall be immediately and irrevocably forfeited and no shares of Common Stock shall be issued in
respect thereof. Approved leaves of absence or employment transfers between the Company or an
Affiliate (or vice versa) shall not be deemed terminations or interruptions of employment for
vesting of the Restricted Stock Units.



6. Death and Disability. Upon Participant’s death or if Participant’s employment is
terminated as a result of Participant’s Disability, the Restricted Stock Units shall become
immediately vested in full. “Disability” has the meaning provided in Section 22(e)(3) of the Code,
or any successor provision.



7. Retirement. Upon Participant’s termination of employment with the Company and each of
its Affiliates following the Participant’s Retirement, the Restricted Stock Units shall become
immediately vested in full. “Retirement” means the Participant’s termination of employment with
the Company and each of its Affiliates after attaining the age of 55 and completing 10 years of
service.



8. Restriction on Transfer. Restricted Stock Units shall not be assignable, alienable,
saleable, or transferable. Notwithstanding the foregoing, Participant may, in the manner
established by the Committee, designate a beneficiary or beneficiaries to receive shares of Common
Stock with respect to the Restricted Stock Units upon the death of Participant.



9. Income Tax Matters.



(a) In order to comply with all applicable federal or state income tax laws or regulations,
the Company may take such action as it deems appropriate to ensure that all applicable federal or
state payroll, withholding, income or other taxes, which are the sole and absolute responsibility
of Participant, are withheld or collected from Participant.



(b) In accordance with the terms of the Plan, and such rules as may be adopted by the
Committee under the Plan, Participant may elect to satisfy Participant’s income tax withholding
obligations arising from the vesting of the Restricted Stock Units by (i) delivering cash, check
(bank check, certified check or personal check) or money order payable to the Company, (ii) having
the Company withhold a portion of the Shares otherwise to be delivered having a Fair Market Value
equal to the minimum statutorily required amount of such taxes, or (iii) delivering to the Company
shares of Common Stock already owned by Participant having a Fair Market Value equal to the minimum
statutorily required amount of such taxes. Any shares already owned by Participant referred to in
the preceding sentence must have been owned by Participant for no less than six months prior to the
date delivered to the Company if such shares were acquired upon the exercise of an option or upon
the vesting of restricted stock units or restricted stock.



10. Other. The Company shall not be required to issue any certificate or certificates for
shares upon vesting of the Restricted Stock Units (i) if the Common Stock is not listed on any
national securities exchange, (ii) prior to the completion of any registration or other
qualification of such shares under any state or federal law or rulings or regulations of any
governmental regulatory body, and (iii) prior to the Company obtaining any consent or approval or
other clearance from any governmental agency which the Company shall, in its sole discretion,
determine to be necessary or advisable. Shares to be issued in respect of Restricted Stock Units
will be issued only in compliance with the Securities Act of 1933, as amended (the “Act”), and any
other applicable securities laws, and the Participant shall comply with any requirements imposed by
the Committee under such laws. If the Participant qualifies as an “affiliate” (as that term is
defined in Rule 144 (“Rule 144”) promulgated under the Act), upon demand by the Company, the
Participant (or any person acting on his or her behalf) shall deliver to the Treasurer at the time
of vesting of the Restricted Stock Units a written representation that he or she will acquire
shares pursuant to the Plan for his or her own account, that he or she is not taking the shares
with a view to distribution and that he or she will dispose of the shares only in compliance with
Rule 144.



11. No right to employment. This Restricted Stock Unit Award does not confer on
Participant any right with respect to the continuation of employment with the Company or any
Affiliate, nor will it interfere in any way with the right of the Company or any Affiliate to
terminate the Participant’s employment at any time.



12. Miscellaneous. All decisions or interpretations of the Committee with respect to any
question arising under the Plan or this Restricted Stock Unit Award shall be binding, conclusive
and final. The waiver by the Company of any provision of this Restricted Stock Unit Award shall
not operate as or be construed to be a subsequent waiver of the same provision or of any other
provision of the Award. The validity and construction of the Restricted Stock Unit Award shall be
governed by the laws of the State of Connecticut. Participant agrees to execute such other
agreements, documents or assignments as may be necessary or desirable to effect the purposes of
this Restricted Stock Unit Award.



13. Binding Effect. The grant of this Award shall be binding and effective only if this
Certificate is executed by or on behalf of the Company.



14. Capitalized Terms. All capitalized terms used in this certificate which are not
defined herein or on the front of this certificate shall have the meanings given them in the Plan
unless the context clearly requires otherwise.




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