EX-10.1






July 21, 2016



James M. Loree


Stanley Black & Decker, Inc.


1000 Stanley Drive


New Britain, Connecticut 06053



Dear Jim:



The Board of Directors of Stanley Black & Decker, Inc. (the “Company”) has determined
that it is in the best interests of the Company and its shareholders for you to be appointed as the
Company’s Chief Executive Officer (“CEO”). We are pleased to summarize the terms of your
new position in this letter:



1. You will become CEO, and a member of the Board of Directors of the Company
(“Board”), on August 1, 2016. You will also continue to serve as President of the Company
(“President”).



2. Your initial compensation as CEO will consist of the following:




—       Your annual salary rate will be increased to $1,200,000.




—       The 2016 annual cash bonus award granted to you in March 2016 pursuant to
the Management Incentive Compensation Plan (“MICP”) will continue to remain
in effect and your target bonus opportunity under such award will continue to be
100% of your base salary on January 1, 2016. Your target bonus opportunity for
fiscal year 2017 will be 150% of your annual base salary in effect on January 1,
2017. Your annual cash bonus opportunities for subsequent fiscal years will be
determined by the Board.




—       In connection with your promotion, you will receive a special grant of
stock options with an aggregate grant date value (as determined for financial
reporting purposes) equal to $3 million, vesting ratably based on your continued
employment with the Company (but not based on the attainment of performance
conditions) over a four-year period on each anniversary of the grant date, and
having other terms determined by the Board. Such stock options (along with your
annual equity compensation awards described below) will be granted pursuant to the
Company’s 2013 Long-Term Incentive Plan or a successor thereto.




—       Following your promotion, you will be eligible to receive annual equity
compensation awards as determined by the Board. Such annual equity compensation
awards will be granted to you at the same time that annual equity grants are made to
senior executives of the Company. In December 2016, you will receive awards of
stock options and restricted stock units with an aggregate grant date value (as
determined for financial reporting purposes) ranging from approximately $3.7 million
to approximately $4.0 million. With respect to fiscal year 2017, it is expected
that you will receive equity awards with a target aggregate grant date value (as
determined for financial reporting purposes) of approximately $8 million. At least
50% of the grant date value of annual equity awards granted each year will consist
of performance share units, while the balance will consist of a mix of stock options
and restricted stock units or other instruments determined by the Board in its sole
discretion from time to time.




—       You will be eligible to participate in the employee benefit plans and
perquisite programs (including paid time off) provided to other senior executives in
accordance with the Company’s plans and policies. In addition, you will continue to
participate in the Company’s Supplemental Executive Retirement Plan.




—       The benefits, policies and compensation programs referenced in this Section
2 may be terminated or amended from time to time.



3. Your employment as CEO of the Company is “at will” and may be terminated by the Company or
you at any time for any reason. Upon your termination of employment, the Company will pay you any
earned but unpaid base salary, as well as any earned annual bonus with respect to a prior fiscal
year that has not been paid.



If the Company terminates your employment for any reason other than for Cause (each
capitalized term used but not defined in this letter has the meaning given in Exhibit A),
death or Disability, or you terminate your employment for Good Reason, then (A) on the sixtieth
(60th) day following your termination date, the Company will pay to you a lump sum in
cash equal to two times the sum of (i)  your then-current annual salary plus (ii) your annual bonus
target amount for the year in which your termination occurs and (B) the Company will provide or
arrange to provide you and your eligible dependents, at no greater cost to you than if you were an
active employee of the Company, medical, dental, life, vision and prescription drug insurance
benefits no less favorable than those provided to senior executives of the Company and their
eligible dependents, in each case for twenty-four (24) months following your termination, or, if
sooner, until you become eligible for such benefits from a new employer (of which you will promptly
notify the Company).



The severance benefits described above are subject to your (i) executing and delivering a
customary mutual waiver and release of claims specified by the Company, and such waiver and release
becoming irrevocable, not later than 60 days after your date of termination and (ii) compliance
with the noncompetition and other restrictive covenants set forth in Exhibit B.



Notwithstanding anything herein to the contrary, unless your employment is earlier terminated
by you or the Company, (A) you will be deemed to have given notice to the Board, on the date that
you attain age 65, that you intend to retire from all positions with the Company and its
subsidiaries on the 30th day following the date of such deemed notice (the “Retirement
Date”) and (B) your employment as CEO and President, along with all other positions that you
hold with the Company and its subsidiaries and affiliates (including, unless otherwise mutually
agreed by you and the Board, as a member of the Board), will automatically terminate, effective as
of the Retirement Date, without any further action on your part.



Upon termination of your employment with the Company for any reason, you will be deemed to
have resigned, effective as of your date of termination, from all positions with the Company and
its subsidiaries (including, unless otherwise mutually agreed by you and the Board, as a member of
the Board), and you will execute any additional documentation that is requested by the Company.



4. You agree to comply with the confidentiality, nonsolicitation and other restrictive
covenants in Exhibit B. The Section 409A compliance principles in Exhibit C will
also apply to this letter.



5. The Company will provide you with the indemnification protections described in Exhibit
D.



6. You agree that (A) you will be subject to the Company’s Stock Ownership Guidelines for
Executive Officers, as amended from time to time (the “Stock Ownership Guidelines”) and
(B) the initial target ownership requirement applicable to you under the Stock Ownership Guidelines
will be six (6) times your annual base salary (as in effect from time to time). The target
ownership requirement applicable to you under the Stock Ownership Guidelines may be adjusted from
time to time by the Board in its sole discretion.



7. This letter will be governed by, and construed in accordance with, the laws of the State of
Connecticut, without reference to principles of conflict of laws. Except for the Company’s right
to seek injunctive relief, all disputes arising in connection with this letter will be settled by
expedited arbitration conducted before a panel of three (3) arbitrators sitting in Hartford,
Connecticut, in accordance with the rules of the American Arbitration Association then in effect.
The decision of the arbitrators in that proceeding will be binding on you and the Company.
Judgment may be entered on the award of the arbitrators in any court having jurisdiction.



8. The Company and you acknowledge that this letter (together with the Exhibits hereto)
constitutes the entire understanding between the Company and you with respect to the subject matter
hereof and supersedes any other prior agreement or other understanding, whether oral or written,
express or implied, concerning the same. This letter supersedes in its entirety the Employment
Agreement, dated November 2, 2009, between the Company and you. This letter is personal to you and
is not assignable by you, and will be binding upon the Company and its successors.



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	 	Sincerely,
	 	 	 	 	 	
 
	 	 
	 	

	  
	 	 	 	 	 	 	 	
 
	 	 
	 	

	         	 	 	 	 	 	STANLEY BLACK & DECKER, INC.
	 	 
	         	 	 	 	 	 	    	 	 	 	 
	    
	 	 	 	 	 	 	 	By: 

	 	 	 	   
	         	 	 	 	 	 	Name: Bruce H. Beatt   
	 	   
	 	 	 	 	 	 	 	 	Title: Senior Vice President,
	 	 
	        	 	 	 	 	 	General Counsel & Secretary   
	 	   
	    
	 	 	 	 	 	 	 	  

	 	  
	 	   
	     	 	JAMES M. LOREE	 	  	 	 	 	 	 	 
	 
	 	 
	 	 	 	  
	 	


	 	

	 	

	 	 	By:
	 	

	 	

	 	


	 	

	 	

	 
	 	 
	 	 
	 	  
	 	


	 	

	 	

	 
	 	 
	 	 
	 	  
	 	


	 	

	 	







[Signature Page To Employment Letter]




EXHIBIT A

DEFINITIONS




“Cause” means (A) your willful and continued failure to substantially perform your
duties with the Company (other than any such failure resulting from your incapacity due to physical
or mental illness) that has not been cured within thirty (30) calendar days 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,
(B) the willful engaging by you in conduct which is demonstrably and materially injurious to the
Company or its affiliates, (C) your conviction of (or plea of nolo contendere to) any felony or any
other crime involving dishonesty, fraud or moral turpitude, (D) any violation of the Company’s
policies relating to compliance with applicable laws that has a material adverse effect on the
Company or its affiliates or (E) your material breach of any restrictive covenant set forth in this
letter.



“Change in Control Severance Agreement” means the Second Amended and Restated Change
in Control Severance Agreement, dated as of the date hereof, between the Company and you, as
further amended.



“Disability” means you are disabled within the meaning of the Company’s long-term
disability policy for salaried employees (or any successor thereto) or, if there is no such policy
in effect, if (A) you are unable to substantially perform your duties hereunder for 120 business
days within a period of 180 consecutive business days as a result of physical or mental illness or
injury, and (B) a physician selected by the Company and you (or your estate) has determined that
you are totally and permanently disabled.



“Good Reason” means the occurrence, without your consent, of any of the following
circumstances: (A) the assignment to you of any duties materially inconsistent with your status as
the Company’s Chief Executive Officer or a material adverse alteration in the nature or status of
your responsibilities, unless the Company has cured such events within thirty (30) calendar days
after the receipt of written notice thereof, (B) failure of the Company to nominate you to, or your
removal by the Company from, the Board (in each case, prior to the date you attain age 65), (C) a
material breach by the Company of this letter, (D) a reduction in your annual salary or annual
bonus target amount, except for across-the-board salary reductions similarly affecting all senior
executives of the Company or (E) the Company’s election not to renew the Change in Control
Severance Agreement; provided that, for the avoidance of doubt, the Company’s
amendment of the Change in Control Severance Agreement in a manner that does not materially and
adversely affect your rights thereunder shall not constitute Good Reason.



A termination of employment by you for Good Reason will be effectuated by giving the Company
written notice of the termination, setting forth in reasonable detail the specific conduct of the
Company that constitutes Good Reason, except that no termination by you will be treated as a
termination for Good Reason unless the notice is given within forty-five (45) calendar days
following the date you first have knowledge of the event or circumstance alleged to constitute Good
Reason. A termination of employment by you for Good Reason will be effective thirty (30) calendar
days following the date when the notice is given, unless the event or circumstance constituting
Good Reason is remedied by the Company in accordance with the foregoing.



“Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended,
and the Treasury Regulation and other Internal Revenue Service guidance promulgated thereunder.



EXHIBIT B

RESTRICTIVE COVENANTS




(a) During your employment with the Company and its subsidiaries and at all times thereafter,
you will hold in a fiduciary capacity for the benefit of the Company any and all information of the
Company and its subsidiaries that is not generally known by others with whom they compete or do
business, or with whom they plan to compete or do business and any and all information not readily
available to the public, which, if disclosed by the Company or its subsidiaries could reasonably be
of benefit to such person or business in competing with or doing business with the Company
(“Confidential Information”). Confidential Information includes, without limitation, such
information relating to the (i) development, research, testing, manufacturing, operational
processes, marketing and financial activities, including costs, profits and sales, of the Company
and its subsidiaries, (ii) techniques, know how, processes, strategies, systems, databases,
applications, programs, software, products and all formulas therefor, (iii) costs, sources of
supply, financial performance and strategic plans of the Company and its subsidiaries,
(iv) identity and special needs of actual and potential customers and suppliers of the Company and
its subsidiaries, (v) people and organizations with whom the Company and its subsidiaries have
business relationships and those relationships and (vi) employee identity and lists, and employee
compensation and benefits. “Confidential Information” also includes comparable information that
the Company or any of its subsidiaries have received belonging to others or which was received by
the Company or any of its subsidiaries pursuant to an agreement by the Company that it would not be
disclosed.



You hereby acknowledge and agree that (A) Confidential Information is a valuable, special and
unique asset of the Company and its subsidiaries and (B) you will not, directly or indirectly,
during or at any time after your employment with the Company and its subsidiaries, use or disclose
Confidential Information or any part of such Confidential Information in a manner that is
inconsistent with your fiduciary responsibilities with respect to the Company and its subsidiaires.
You also agree that you will not, at any time during or after your employment with the Company and
its subsidiaries, render any services to any person, business, or entity to which Confidential
Information will inevitably be disclosed as a result of your rendering of such services.



Notwithstanding the foregoing, this letter is not intended to and shall be interpreted in a
manner that does not limit or restrict you from exercising any legally protected whistleblower
rights (including pursuant to Rule 21F under the U.S. Securities Exchange Act of 1934, as amended).



(b) During your employment with the Company and its subsidiaries and for a period of two (2)
years after the date you terminate such employment for any reason (the “Restriction
Period”), you will not, without the written consent of the Board, directly or indirectly, as
employee, agent, consultant, stockholder, director, manager, co-partner or in any other individual
or representative capacity, own, operate, manage, control, engage in, invest in or participate in
any manner in, act as consultant or advisor to, render services for (alone or in association with
any person, firm, corporation or entity), or otherwise assist any person or entity (other than the
Company) that engages in or owns, invests in, operates, manages or controls any venture or
enterprise that directly or indirectly engages or proposes to engage in any Competitive Business.
“Competitive Business” means any line of business that is (i) for purposes of the portion
of the Restriction Period that occurs during your employment with the Company and its subsidiaries,
substantially the same as any line of any operating business that the Company and its subsidiaries
are then engaged in and (ii) with respect to the portion of the Restriction Period that commences
on your termination of employment with the Company and its subsidiaries, substantially the same as
any line of any operating business that the Company and its subsidiaries are engaged in on the date
of termination, in the case of clause (ii), that during the Company’s four preceding fiscal
quarters constituted at least 10% of the “net sales” of the Company and its subsidiaries.



(c) During the Restriction Period, you will not, without the written consent of the Board,
directly or indirectly, (i) solicit, encourage or induce or attempt to solicit, encourage or
induce, any person who provides services to the Company and its subsidiaries, whether as an
employee, consultant, independent contractor or agent, or any entity which provides services to the
Company and its subsidiaries under an agency relationship, to terminate his, her or its employment,
services or other relationship with the Company and its subsidiaries or affiliates or (ii) hire or
offer employment or retain the services of any person who was employed by, or provided services to,
the Company or any of its subsidiaries within the six (6) month period preceding the date of such
hiring or offer of employment or offer to retain services; or (iii) solicit, entice, persuade or
induce (in each case, other than pursuant to non-targeted, general advertisements) any person or
entity doing business with the Company and its subsidiaries or affiliates, to terminate such
relationship or to refrain from extending or renewing the same.



(d) During the Restriction Period, you will not, directly or indirectly, solicit or do
business with or attempt to solicit or do business with any customer or prospective customer of the
Company and its subsidiaries, whether or not you knew of or had personal contact with such customer
or prospective customer while employed by the Company, with respect to activities which compete in
whole or in part with the activities of the Company and its subsidiaries. For purposes of this
clause (d), (i) “customer” means any person, business, or entity with whom the Company and its
subsidiaries transacts business during your employment with the Company or, for purposes of the
portion of the Restriction Period occurring after your termination of employment with the Company
and its subsidiaries, who transacted business with the Company and its subsidiaries within the
twelve (12) month period immediately preceding your date of termination and (ii) “prospective
customer” means any person, business, or entity with whom the Company and its subsidiaries makes
contact during your employment with the Company and it s subsidiaries or, for purposes of the
portion of the Restriction Period occurring after your termination of employment with the Company
and its subsidiaries, who made contact within the twelve (12) month period immediately preceding
your termination of employment for the purpose of soliciting the sale of goods and/or services of
the Company and its subsidiaries.



(e) You will be required to promptly return to the Company upon your date of termination or at
any other time the Company may so request, all notes, records, documents, files and memoranda
(including in electronic format and all copies of such materials) constituting Confidential
Information you may then possess or have under your control; provided, however,
that you may retain your personal correspondence, diaries and other items of a personal nature.
You may not retain any copies of any Confidential Information or other Company property. You agree
not to remove any Company Property or tangible Confidential Information from the premises of the
Company and its subsidiaries, except as required in the performance of your work for the Company
and its subsidiaries. For purposes of this Agreement, “Company Property” means any property (i)
owned by the Company, (ii) situated on the Company’s premises, or (iii) provided to you by the
Company and its subsidiaries.



(f) You agree that, in addition to any other remedies available to the Company, the Company
will be entitled to injunctive relief in the event of any actual or threatened breach of the
restrictive covenants in this Exhibit B without the necessity of posting any bond, it being
acknowledged and agreed that any breach or threatened breach such covenants will cause irreparable
injury to the Company and that money damages alone will not provide an adequate remedy to the
Company. You also agree that the Company will be entitled to recover from you all attorney’s fees,
expenses and costs incurred by the Company in connection with your breach or threatened breach of
the restrictive covenants in this Exhibit B. If a court of competent jurisdiction
determines that any provision or restriction in this Exhibit B unreasonable or
unenforceable, the Company and you agree that such court will modify such restriction or provision
so that it becomes a reasonable and enforceable restriction on your activities. If any provision
or restriction of this Exhibit B determined to be unenforceable, the remaining provisions
and restrictions shall not be affected by such determination.



EXHIBIT C

SECTION 409A COMPLIANCE




(a) A termination of employment will not be deemed to have occurred for purposes of any
provision of this letter providing for the payment of any amounts or benefits subject to
Section 409A upon or following a termination of employment unless such termination is also a
“separation from service” (within the meaning of Section 409A).



(b) Notwithstanding anything to the contrary, if you are a “specified employee”
(within the meaning of Section 409A and determined pursuant to procedures adopted by the Company)
at the time of your separation from service and if any portion of the payments or benefits to be
received by you upon separation from service would be considered deferred compensation under
Section 409A, any such portion that would otherwise be payable pursuant to this letter during the
six-month period immediately following your separation from service (the “Delayed
Payments”) or provided pursuant to this letter (the “Delayed Benefits”) during the
six-month period immediately following your separation from service (such period, the “Delay
Period”) will instead be paid or made available on the earlier of (i) the first business day of
the seventh month following the date of your separation from service or (ii) your death (the
applicable date, the “Permissible Payment Date”). The Company will reimburse you for the
after-tax cost incurred by you in independently obtaining any Delayed Benefits (the “Additional
Delayed Payments”); provided, that with respect to reimbursement relating to such
Additional Delayed Payments, such reimbursement will be made on the Permissible Payment Date and
will be subject to this Exhibit C. Any Delayed Payments will bear interest at the United States
5-year Treasury Rate plus 2%, which accumulated interest will be paid to you on the Permissible
Payment Date.



(c) With respect to any amount of expenses eligible for reimbursement under this letter, such
expenses will be reimbursed by the Company within thirty (30) calendar days following the date on
which the Company receives the applicable invoice from you but in no event later than December 31
of the year following the year in which you incurs the related expenses.



(d) Any amount of expenses eligible for reimbursement shall be made (A) in accordance with the
reimbursement payment date set forth in this letter or (B) where the applicable provision does not
provide for a reimbursement date, thirty (30) calendar days following the date on which the
expenses are incurred, but, in each case, no later than December 31 of the year following the year
in which you incur the related expenses; provided, that in no event will the reimbursements
or in-kind benefits to be provided by the Company in one taxable year affect the amount of
reimbursements or in-kind benefits to be provided in any other taxable year, nor will your right to
reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.



(e) Each amount payable hereunder shall be considered a “separate payment” and not a series of
payments for purposes of Section 409A. The parties intend that each such amount that qualifies for
the exception from the definition of “deferred compensation” under Section 1.409A-1(b)(4)
(concerning short-term deferrals) and 1.409A-1(b)(9) (concerning separation pay plans) shall be
treated as exempt for purposes of paragraph (b) hereof.



EXHIBIT D

INDEMNIFICATION




To the fullest extent permitted by the Company’s certificate of incorporation and by-laws, or,
if greater, by the laws of the State of Connecticut, the Company will promptly indemnify and hold
you harmless for all amounts (including, without limitation, judgments, fines, settlement payments,
losses, damages, costs, expenses (including reasonable attorneys’ fees), ERISA excise taxes, or
other liabilities or penalties and amounts paid or to be paid in settlement) incurred or paid by
you in connection with any action, proceeding, suit or investigation (the “Proceeding”) to
which you are made a party, or are threatened to be made a party, by reason of the fact that you
are or were a director, officer or employee of the Company or you are or were serving at the
request of the Company as a director, officer, member, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including service with respect to employee
benefit plans, programs or arrangements, whether or not the basis of such Proceeding is your
alleged action in an official capacity. Such indemnification will continue even if you have ceased
to be a director, employee or agent of the Company or other affiliated entity and will inure to the
benefit your heirs, executors and administrators. The Company will advance to you all reasonable
costs and expenses incurred by you in connection with a Proceeding within fifteen (15) calendar
days after receipt by the Company of a written request from you for such advance. Such request
shall include an undertaking by you to timely repay the amount of such advance if it shall
ultimately be determined that you are not entitled to be indemnified against such costs and
expenses. The Company also agrees to maintain a director’s and officers’ liability insurance
policy covering you to the extent the Company provides such coverage for its other senior executive
officers. Following your employment with the Company, the Company shall continue to maintain a
directors’ and officers’ liability insurance policy for your benefit which is no less favorable
than the policy covering other senior officers of the Company.




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