EX-10.3






EXECUTIVE RETIREMENT AGREEMENT




EXECUTIVE RETIREMENT AGREEMENT (the “Agreement”) by and between Stanley Black & Decker, Inc.,
a Connecticut corporation (the “Company”), and John F. Lundgren (the “Executive”), dated July 21,
2016 and effective as of the Effective Date (as defined in Section 1 below).



WITNESSETH:




WHEREAS, the Company and the Executive are parties to a Second Amended and Restated Employment
Agreement, dated November 2, 2009 (the “Prior Agreement”), pursuant to which the Executive provides
services to the Company and the Company provides certain compensation and benefits to the
Executive;



WHEREAS, the Executive currently serves as the Chief Executive Officer and Chairman of the
Board of Directors of the Company (the “Board”);



WHEREAS, the Executive and the Board have determined that it is in the Executive’s and the
Company’s best interests for the Executive to resign from his position as Chief Executive Officer
of the Company but to remain employed by the Company thereafter for a transitional period during
which the Executive will be employed as a special advisor to the Company (“Special Advisor”) prior
to retiring from all of his positions with the Company;



WHEREAS, simultaneously with the execution of this Agreement, the Company and the Executive
have entered into a Second Amended and Restated Change in Control Severance Agreement, dated as of
the date hereof (“CIC Severance Agreement”); and



WHEREAS, the Company and the Executive mutually desire to enter into this Agreement, which
shall replace and supersede the Prior Agreement in its entirety as of the Effective Date (except as
specifically set forth in this Agreement) and pursuant to which the Executive shall continue to
provide services to the Company from and after the Effective Date in exchange for certain
compensation and benefits as provided in this Agreement.



NOW, THEREFORE, it is hereby agreed as follows:



1. EFFECTIVENESS; TERM.



(a) EFFECTIVENESS; TERM. This Agreement shall become effective on July 31, 2016 (the
“Effective Date”). The term of employment of the Executive by the Company hereunder shall commence
on the Effective Date and shall continue until April 30, 2017 (the “Retirement Date” and, the
Executive’s termination of employment on such date, “Retirement”), unless terminated earlier in
accordance with Section 6 of this Agreement (such period of employment hereunder, the “Term”).



(b) RESIGNATION AS CEO; ANNOUNCEMENT.




(i) RESIGNATION AS CEO. Effective as of the Effective Date, the Executive
shall resign from his position as Chief Executive Officer of the Company. Such resignation
shall be automatic and without any further action on the part of the Executive or the
Company, and the Executive shall execute such additional documentation with respect thereto
as reasonably requested by the Company. The Executive and the Company intend and anticipate
that the Executive’s resignation from his position as the Chief Executive Officer of the
Company and transition to the position of Special Advisor shall not constitute a “separation
from service” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended
(“Code”), and the regulations promulgated thereunder (“Section 409A”).




(ii) ANNOUNCEMENT. The contents of the Company’s press release announcing the
Executive’s resignation as the Chief Executive Officer of the Company and transitional role
as Special Advisor shall be mutually agreed by the Company and the Executive.



2. POSITION AND DUTIES; LOCATION.



(a) CONTINUATION AS CHAIRMAN. From and after the Effective Date and until December
31, 2016, the Executive shall continue to serve as a member of the Board and as the Chairman of the
Board (“Chairman”). In his capacity as Chairman, the Executive shall continue to have the duties
and responsibilities designated for such position in the Amended and Restated By-Laws of the
Company and such other duties as may be specified by the Board from time to time which, in each
case, shall be consistent with the Executive’s duties as Chairman prior to the Effective Date.
Effective as of the earlier of the date that the Executive’s employment with the Company is
terminated in accordance with Section 6 of this Agreement and December 31, 2016, the Executive
shall be deemed to have resigned as Chairman and as a member of the Board, and such resignation
shall be automatic and without any further action on the part of the Company or the Executive, and
the Executive shall execute such additional documentation with respect thereto as reasonably
requested by the Company.



(b) SPECIAL ADVISOR. From and after the Effective Date and until the Retirement Date
(or, if earlier, the Date of Termination of the Executive’s employment in accordance with Section 6
of this Agreement), the Executive shall continue employment with the Company in the position of a
Special Advisor. In such capacity, the Executive shall report directly to the Board and, to the
extent requested by the Board, shall advise and assist the Chief Executive Officer of the Company
and other senior executives of the Company on matters relating to the operation and strategic
initiatives of the Company, and shall have such other duties and responsibilities as the Board may
specify from time to time. The Executive shall, unless his services are earlier terminated
pursuant to Section 6 of the Agreement, be deemed to retire from all positions of any kind with the
Company and its subsidiaries and affiliates on the Retirement Date, and such retirement shall be
automatic and without any further action on the part of the Company or the Executive, and the
Executive shall execute such other documentation with respect thereto as reasonably requested by
the Company.



(c) LOCATION. During the Term, the Executive shall be based at the Company’s
principal headquarters in New Britain, Connecticut, except for travel reasonably required for the
performance of the Executive’s duties hereunder.



(d) AVAILABILITY. During the Term, the Executive shall devote the time and effort
reasonably required to fulfill his duties and responsibilities hereunder; provided that the
Executive’s availability to perform services as a Special Advisor shall be no less than the
Executive’s availability to perform services prior to the Effective Date. It shall not be
considered a violation of the foregoing for the Executive to manage his personal investments or,
subject to the approval of the Board with respect to the period prior to January 1, 2017, to serve
on corporate, industry, civic or charitable boards or committees, so long as such activities do not
significantly interfere with the performance of the Executive’s duties hereunder; provided,
however, that, notwithstanding the foregoing, it is expressly understood and agreed that, with
respect to a board or committee on which the Executive serves on the date hereof, the continued
conduct of such activities by the Executive subsequent to the Effective Date on the same basis as
prior to the Effective Date, shall be permitted without any further approval and shall be deemed
not to interfere with the performance of the Executive’s responsibilities to the Company.



3. COMPENSATION AND BENEFITS.



(a) BASE SALARY. During the Term, the Executive shall receive a base salary at an
annualized rate of $1,400,000 (such annualized amount, the “Base Salary”), payable in accordance
with the Company’s regular payroll practice for its senior executives, as in effect from time to
time.



(b) ANNUAL CASH BONUS. During the Term, the Executive shall continue to participate
in the Company’s Management Incentive Compensation Plan, as amended, or any successor thereto (the
“MICP”) as set forth below:




(i) 2016 ANNUAL CASH BONUS. The Executive’s annual cash bonus award under the
MICP for the Company’s 2016 fiscal year (“FY 2016”) shall be determined and settled in
accordance with its terms and the terms of the MICP, based on the level of attainment of
applicable performance goals for FY 2016, in each case, on a basis no less favorable than
applicable to the most senior executives of the Company.




(ii) 2017 ANNUAL CASH BONUS. With respect to the Company’s 2017 fiscal year
(“FY 2017”), the Executive shall be awarded an annual target bonus opportunity under the
MICP (“2017 MICP Award”) equal to the Executive’s annual target bonus opportunity under the
MICP for FY 2016 (as described below) and the applicable performance goals shall be the
corporate performance goals under the MICP for FY 2017 that are applicable to most senior
executives of the Company. The determination and settlement of the 2017 MICP Award shall be
in accordance with the terms of the MICP and shall be based on the level of attainment of
applicable performance goals, as determined by the Compensation and Organization Committee
of the Board; provided that the attainment of such performance goals shall be
determined on a basis no less favorable than applicable to 2017 MICP Awards held by the most
senior executives of the Company. The Executive’s target bonus opportunity pursuant to the
MICP with respect to FY 2017 shall equal 150% (the “Target Bonus Percentage”) of the Base
Salary in effect for the Executive at the beginning of FY 2017, with a threshold potential
award equal to 75% of such Base Salary and a maximum potential award equal to 300% of such
Base Salary.




(iii) TIMING OF PAYMENTS. Any cash bonuses payable to the Executive shall be
paid at the time the Company normally pays such bonuses to its senior executives in
accordance with the terms of the MICP, but in no event later than March 15 of the calendar
year following the calendar year in which such cash bonuses are earned. In the event that
the Executive participates in the MICP for less than a full fiscal year of the Company for
any reason (including FY 2017), the annual cash bonus award for such partial year shall be
pro-rated to reflect the number of complete months that the Executive was an active employee
during such fiscal year.



(c) EQUITY AWARDS.




(i) OUTSTANDING AWARDS. All equity awards granted to the Executive under the
Company’s 2013 Long-Term Incentive Plan and any predecessor or successor plan thereto
(collectively, the “Company Stock Plans”) and outstanding on the Effective Date shall be
forfeited or vested and settled in accordance with the terms of the applicable Company Stock
Plan and award agreement (including the retirement provisions thereunder, which the
Executive satisfies as of the date hereof) as in effect immediately prior to the Effective
Date. Schedule A attached hereto sets forth each equity award outstanding as of the
date hereof, the number of shares of Company common stock (“Common Stock”)
underlying such equity award, the vesting dates and the settlement dates (if different) for
each such equity award, the exercise price and expiration date, in the case of any stock
option.




(ii) FY 2016 AWARDS. The Company shall grant to the Executive, at the time in
2016 that annual awards of stock options and time vesting restricted stock units are granted
to senior executives of the Company, (A) restricted stock units (“FY 2016 RSUs”), which
number of FY 2016 RSUs shall be determined by the Board such that the aggregate grant date
value (as determined for purposes of the Company’s financial reporting (“Grant Date Value”))
of the shares of Common Stock underlying the FY 2016 RSUs shall equal the Grant Date Value
of the restricted stock units granted to the Executive in 2015 (“FY 2015 RSUs”) and (B)
stock options (“FY 2016 Options” and, together with FY 2016 RSUs, “FY 2016 Equity Awards”)
to purchase Common Stock, which number of FY 2016 Options shall be determined by the Board
such that the aggregate Grant Date Value of such FY 2016 Options shall equal the Grant Date
Value of the stock options granted to the Executive in 2015 (“FY 2015 Options”). The FY
2016 Equity Awards shall be granted under, and subject to the terms and conditions of, the
Company’s 2013 Long-Term Incentive Plan or a successor thereto, and shall be subject to the
terms and conditions set forth in the Company’s customary award agreements with terms and
conditions no less favorable than those applicable to the most senior executives of the
Company, except that (1) the FY 2016 Equity Awards shall become vested and nonforfeitable
50% on the first anniversary of the Retirement Date and 50% on the second anniversary of the
Retirement Date (each such vesting date, an “Anniversary Date”), conditioned on the
Executive’s continued employment through the Retirement Date and compliance in all material
respects with the noncompetition and nondisparagement covenants set forth in Sections 10(b)
and 10(d), respectively, of this Agreement (the “Covenants”) through the applicable
Anniversary Date (except as provided in the following clause (2)), (2) upon termination of
the Executive’s employment hereunder prior to the Retirement Date (x) without Cause or for
Good Reason (excluding retirement), any unvested FY 2016 Equity Awards shall vest in full on
the Retirement Date, subject solely to the Executive’s compliance in all material respects
with the Covenants prior to the Retirement Date or (y) due to the Executive’s death or
Disability, any unvested FY 2016 Equity Awards shall vest in full on the date of death or
Disability Effective Time (as applicable), (3) notwithstanding the foregoing, in the event
(x) the Executive’s employment hereunder is terminated by the Company for Cause or by
Executive without Good Reason (including a retirement) prior to the Retirement Date or (y)
the Executive fails to comply in all material respects with the Covenants prior to an
Anniversary Date (or, in the case of a termination of employment set forth in item (x) of
clause (2) above, prior to the Retirement Date), then any unvested FY 2016 Equity Awards
shall be immediately forfeited, (4) vested FY 2016 RSUs shall be settled on the applicable
Anniversary Date, except in the case of FY 2016 RSUs that vest due to the Executive’s death
or Disability, which shall be settled on or before the 30th day following such event, (5)
for the avoidance of doubt, except as provided in clause (6) below, the FY 2016 Equity
Awards shall not be subject to the provisions under the Company’s outstanding equity award
agreements relating to retirement, and (6) the FY 2016 Options shall, to the extent vested,
remain exercisable until the tenth anniversary of the grant date following the termination
of the Executive’s employment for any reason other than by the Company for Cause. The FY
2016 RSUs shall accrue dividends, which shall vest at the same time as the related FY 2016
RSUs and shall be payable as soon as practicable, but within 15 days of the date that the
related FY 2016 RSUs are settled.



(d) OTHER BENEFITS. While the Executive is employed during the Term: (i) the
Executive shall be entitled to participate in all tax-qualified and non-qualified savings, employee
stock ownership, employee stock purchase, deferred compensation and retirement and supplemental
retirement plans that are generally made available to the Company’s senior executives, and shall be
entitled to participate in all fringe benefit and perquisite practices, policies and programs of
the Company made available to the senior executives of the Company, including but not limited to
the Company’s executive car program, financial planning services, executive life insurance program,
executive long-term disability program and executive physical program (provided that, in
each case, such participation and the level of benefits shall be no less favorable than that
available to senior executives of the Company); and (ii) the Executive and/or the Executive’s
eligible dependents, as the case may be, shall be eligible for participation in, and shall receive
all benefits under, all welfare benefit plans, practices, policies and programs provided by the
Company, including, any medical, flexible spending, prescription, dental, short- and long-term
disability, employee life insurance, group life insurance, accidental death and travel accident
insurance plans and programs, in each case, to the same extent, at the same level, and subject to
the same terms and conditions, as are made available to the senior executives of the Company.



(e) VACATION. The Executive shall be entitled to (i) with respect to the period
commencing on the Effective Date and ending on December 31, 2016, four (4) weeks paid vacation,
which shall be subject to reduction for the number of vacation days accrued and used by the
Executive during the portion of FY 2016 that elapses prior to the Effective Date and (ii) with
respect to the period commencing on January 1, 2017 and ending on the Retirement Date, four (4)
weeks paid vacation, pro-rated for the portion of FY 2017 that elapses prior to the Retirement
Date.



(f) EXPENSES. The Company shall pay or reimburse the Executive for reasonable
out-of-pocket expenses incurred by the Executive during the Term in the performance of the
Executive’s services under this Agreement, in accordance with Company policy for its senior
executives and subject to the Reimbursement Rules (as defined in Section 6(e) below);
provided that the Company shall also pay or reimburse the Executive (in accordance with
Company policy for its senior executives and subject to the Reimbursement Rules) for reasonable
out-of-pocket expenses incurred by the Executive during the period commencing on the Effective Date
and ending on December 31, 2018 in connection with the Executive’s attendance at meetings of the
Board of Directors of the National Association of Manufacturers (“NAM”), while the Executive serves
as such Board’s Vice Chair and/or Chair (such benefit, the “NAM Benefit”)); provided
further, that the Company shall continue to be a participating member of NAM until December
31, 2018.



(g) 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
shall promptly indemnify and hold harmless the Executive 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 the Executive in connection with any action,
proceeding, suit or investigation (the “Proceeding”) to which the Executive is made a party, or is
threatened to be made a party, by reason of the fact that he is or was a director, officer or
employee of the Company or is or was 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 the Executive’s alleged action in an official
capacity. Such indemnification shall continue even if the Executive has ceased to be a director,
employee or agent of the Company or other affiliated entity and shall inure to the benefit of the
Executive’s heirs, executors and administrators. The Company shall advance to the Executive all
reasonable costs and expenses incurred by him in connection with a Proceeding within fifteen (15)
calendar days after receipt by the Company of a written request from the Executive for such
advance. Such request shall include an undertaking by the Executive to timely repay the amount of
such advance if it shall ultimately be determined that he is 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 the Executive to the extent the Company provides such coverage for its
other senior executive officers. Following the Term, the Company shall continue to maintain a
directors’ and officers’ liability insurance policy for the benefit of the Executive which is no
less favorable than the policy covering other senior executives of the Company.



(h) RETIREE MEDICAL. The Company shall ensure that the Executive and his eligible
dependents shall have access to retiree medical insurance coverage from a reputable carrier until
the Executive shall first become eligible for Medicare (or in the event of his death, until he
would have first become eligible). Such coverage shall be on terms and conditions no less
favorable than generally made available to other Company retirees (or if there are no other such
retirees, on terms and conditions no less favorable than in effect immediately prior to Date of
Termination). The cost of such coverage shall be borne solely by the Executive (or in the event of
his death, his eligible dependents), except to the extent that the Company generally bears such
costs for its senior executives, in which case, such payment or reimbursement by the Company shall
be subject to the Reimbursement Rules, if applicable.



4. PAYMENTS AND BENEFITS AT RETIREMENT.



(a) ACCRUED BENEFITS. Upon the Executive’s Retirement on the Retirement Date, (1) the
Company shall pay to the Executive (or his estate, beneficiary or legal representative, as
applicable) in a lump sum in cash within ten (10) business days after the Retirement Date, (i) any
portion of the Executive’s Base Salary through the Retirement Date that has not yet been paid, (ii)
any earned annual bonus that has not been paid (or previously deferred) for any previous fiscal
year of the Company, including with respect to the FY 2016 as provided under Section 3(b)(i) and
(iii), and (iii) any amount needed to reimburse the Executive for any unreimbursed business
expenses properly incurred by the Executive in accordance with Company policy prior to the
Retirement Date and subject to the Reimbursement Rules, (2) the Company shall also pay or provide
to the Executive (or the Executive’s estate, beneficiary, or legal representative, as the case may
be) all compensation and benefits payable to the Executive under the terms of the Company’s
compensation and benefit plans, programs or arrangements as in effect immediately prior to the
Retirement Date, in accordance with the terms of such plans, programs or arrangements, (3) the 2017
MICP Award determined and paid as set forth in Section 3(b)(ii) and (iii), and (4) all outstanding
equity awards will vest and be settled in the manner described under Section 3(c) of this
Agreement, with (x) equity awards outstanding on the date hereof vesting and being settled in
accordance with Section 3(c)(i), and (y) FY 2016 Equity Awards vesting and being settled in
accordance with Section 3(c)(ii). The Company shall also provide the Executive and/or his eligible
dependents with access to retiree medical coverage in accordance with Section 3(h) following the
provision of the Continued Welfare Benefit Coverage as pursuant to Section 4(b).



(b) CONTINUATION OF BENEFITS. During the twenty-four (24) month period (the
“Continuation Period”) following the Executive’s Retirement on the Retirement Date, the Company
shall reimburse the Executive for the cost of any premiums paid by the Executive to obtain
continued medical, dental, vision and prescription drug coverage (“Continued Welfare Benefit
Coverage”) or shall directly pay the cost of such coverage; provided that any such
reimbursement shall be subject to the Reimbursement Rules and shall be for coverage levels (single
vs. family coverage) that are substantially the same as the Executive’s level of coverage under the
applicable Company benefit plan immediately prior to the Retirement Date. The Continued Welfare
Benefit Coverage received by the Executive during the Continuation Period may be provided, at the
Executive’s written election no later than thirty (30) days prior to the Retirement Date, pursuant
to (i) the Company’s benefit plans providing such coverage to senior executives of the Company
(including, if permitted under the applicable Company plan, pursuant to the continuation of
coverage requirements under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
(“COBRA”)), (ii) Medicare (including Parts A, B, C (Medicare Advantage) and D thereunder) or a
Medicare supplement (Medigap), (iii) the group medical health plan that is provided to the
Executive’s spouse by the spouse’s employer or (iv) a combination of the coverages described in the
foregoing clauses (i)-(iii).



(c) CONTINUATION OF LIFE INSURANCE COVERAGE. During the Continuation Period, the
Company shall provide the Executive with life insurance coverage with an aggregate death benefit
that is at least equal to the aggregate death benefit under the life insurance plans, policies and
programs provided to the Executive immediately prior to the Retirement Date, on terms and
conditions no less favorable than as applicable to the Executive immediately prior to the
Retirement Date.



(d) COMPANY AUTOMOBILE. As soon as practicable after the Executive’s Retirement on
the Retirement Date (but not later than thirty (30) days thereafter), the Company shall transfer to
the Executive ownership and title to the Company-provided automobile made available to, and used
by, the Executive immediately prior to the Retirement Date.



(e) OFFICE SPACE; ADMINISTRATIVE SUPPORT. Upon the Executive’s Retirement on the
Retirement Date and until the third anniversary thereof, the Company shall make available to the
Executive (i) reasonably furnished office space at the Company’s headquarters in New Britain, CT
(or at a location outside of the Company’s headquarters reasonably chosen by the Executive) that is
commensurate with the Executive’s status as the former Chief Executive Officer of the Company and
(ii) executive secretarial services at levels reasonably requested by the Executive but in no event
greater than the level of executive secretarial services provided to the Executive prior to the
Retirement Date.



(f) NAM BENEFIT. Following the Executive’s Retirement on the Retirement Date, the
Company shall continue to provide the Executive with the NAM Benefit through December 31, 2018.



(g) EXECUTION OF RELEASE. As a condition of receiving the payments and benefits
provided under this Section 4 (other than those under Sections 4(a)(1), (2), (3) and (4)(x)), the
Executive shall be required to execute, deliver and not revoke, the mutual release attached hereto
as Exhibit A (the “Release”), such Release to be delivered by the Executive and become
irrevocable no later than sixty (60) calendar days following the Retirement Date. If the Release
has not been executed, delivered and become irrevocable by the Executive within the statutory
revocation period and on or prior to the sixtieth (60th) day following the Retirement Date, all
benefits provided under this Section 4 (other than those under Sections 4(a)(1), (2), (3) and
(4)(x)) shall cease or be forfeited. Notwithstanding the foregoing, if the Company does not
execute and deliver the Release to the Executive within two (2) business days following the
Executive’s delivery of the Release to the Company, then any requirement for the Executive to
execute, deliver and not revoke the Release as a condition of receiving any benefits under this
Section 4 will have no effect, and the Executive shall be entitled to receive any benefits for
which the Executive otherwise qualifies under this Section 4, and the prior execution of the
Release by the Executive shall be void and of no force or effect.



5. POST-RETIREMENT AVAILABILITY. During the Term and after the Retirement Date , if
reasonably requested by the Company, the Executive shall use reasonable best efforts, subject to
his other commitments, to make himself available to assist at mutually agreeable times in
connection with any pending or future lawsuit, arbitration or proceeding between the Company or any
of its subsidiaries and any third party, any pending or future regulatory or governmental inquiry
or investigation concerning the Company or any of its subsidiaries and any other legal, internal or
business matter of or concerning the Company or any of its subsidiaries that relates to events
occurring during the period of the Executive’s employment with the Company both under this
Agreement and the Prior Agreement and about which the Executive could reasonably be expected to
have relevant knowledge, other than a suit between the Executive, on the one hand, and the Company
or its subsidiaries, on the other hand. Such cooperation shall include meeting with and providing
information to the Company or any of its subsidiaries or their respective attorneys, auditors or
other representatives as reasonably requested by the Company. The Company shall reimburse the
Executive for all reasonable costs and expenses incurred by the Executive in order to comply with
this Section 5.



6. TERMINATION OF EMPLOYMENT.



(a) DEATH OR DISABILITY. The Executive’s employment shall terminate automatically
upon the Executive’s death during the Term. The Company shall be entitled to terminate the
Executive’s employment because of the Executive’s Disability during the Term. “Disability” means
(i) for purposes of the FY 2016 Equity Awards, “Disability” as defined under Section 409A of the
Code and (ii) for all other purposes under this Agreement, that the Executive is 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, that (A) the Executive has been substantially
unable, for 120 business days within a period of 180 consecutive business days, to perform the
Executive’s duties under this Agreement, as a result of physical or mental illness or injury, and
(B) a physician selected by the Company and the Executive or the Executive’s legal representative
has determined that the Executive is totally and permanently disabled. In the event that the
Executive and the Company cannot agree as to a physician to make such a determination, each shall
appoint a physician and those two (2) physicians shall select a third who shall make such
determination in writing. A termination of the Executive’s employment by the Company for
Disability shall be communicated to the Executive by written notice, and shall be effective on the
30th day after receipt of such notice by the Executive (the “Disability Effective Time”), unless
the Executive returns to full-time performance of the Executive’s duties before the Disability
Effective Time. Notwithstanding the foregoing, in the event that as a result of absence because of
mental or physical incapacity the Executive incurs a “separation from service” within the meaning
of such term under Section 409A, the Executive shall on such date automatically be terminated from
employment because of Disability.



(b) TERMINATION BY THE COMPANY. The Company may terminate the Executive’s employment
during the Term for Cause or without Cause.




(i) “Cause” is defined as (A) the Executive’s willful and continued failure to
substantially perform his duties with the Company (other than any such failure resulting
from his 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 the
Executive by the Board, which demand specifically identifies the manner in which the Board
believes that the Executive has not substantially performed his duties, (B) the willful
engaging by the Executive in conduct which is demonstrably and materially injurious to the
Company or its subsidiaries, (C) the Executive’s 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 subsidiaries or (E) the Executive’s breach of
any restrictive covenant set forth in Section 10 hereof. For purposes of clauses (A) and
(B) of this definition, no act, or failure to act, on the Executive’s part shall be deemed
“willful” unless done, or omitted to be done, by the Executive not in good faith and without
reasonable belief that his act, or failure to act, was in the best interest of the Company.




(ii) A termination of the Executive’s employment for Cause or without Cause shall not
be effective unless it is accomplished in accordance with the following procedures. The
Board shall give the Executive written notice (“Notice of Termination by the Board”) of its
intention to terminate the Executive’s employment, which shall (A) in the case of
termination for Cause, set forth in detail the specific conduct (including any failure to
act) of the Executive that it considers to constitute Cause and (B) propose the date, time
and place (which, in each case, shall be subject to the Executive’s approval; provided that
such approval shall not be unreasonably withheld) of the Special Board Meeting for
Termination. The “Special Board Meeting for Termination” means a meeting of the Board
called and held specifically and exclusively for the purpose of considering the Executive’s
termination of employment, that takes place not less than forty-five (45) business days
after the Executive receives the Notice of Termination by the Board. The Board shall
provide the Executive an opportunity, together with counsel, to be heard at the Special
Board Meeting for Termination. The Executive’s termination of employment shall be effective
when and if a resolution is duly adopted at the Special Board Meeting for Termination
stating that, in the good faith opinion of at least a majority of the members of the Board
(other than the Executive), the Executive’s employment should be terminated and, in the case
of a termination for Cause, that such conduct constitutes Cause under this Agreement.



(c) GOOD REASON. The Executive may terminate employment for Good Reason or without
Good Reason.




(i) “Good Reason” is defined as, without the Executive’s consent, (A) the assignment to
the Executive of any duties inconsistent with his status as a Special Advisor to the
Company, the removal of the Executive from the position of Chairman of the Board prior to
December 31, 2016 or a material adverse alteration in the nature or status of the
Executive’s responsibilities, unless the Company has cured such events within ten (10)
business days after the receipt of written notice thereof from the Executive, (B) a
reduction in the Executive’s Base Salary or Target Bonus Percentage, except for
across-the-board salary reductions similarly affecting all senior executives of the Company
or (C) the relocation of the Company’s headquarters to a location more than thirty-five (35)
miles from the location of such headquarters on the Effective Date. For the avoidance of
doubt, Good Reason does not exist for purposes of the Prior Agreement or this Agreement as a
result of the Executive’s (x) resignation as Chief Executive Officer of the Company on the
Effective Date, (y) transition to the position of Special Advisor on the Effective Date or
(z) ceasing to serve as Chairman of the Board effective December 31, 2016.




(ii) A termination of employment by the Executive for Good Reason shall be effectuated
by giving the Company written notice (“Notice of Termination for Good Reason”) of the
termination, setting forth in reasonable detail the specific conduct of the Company that
constitutes Good Reason; provided, however, that no termination by the Executive
shall be treated as a termination for Good Reason unless the Notice of Termination for Good
Reason is given within forty-five (45) business days following the date the Executive first
has knowledge of the event or circumstance alleged to constitute Good Reason. A termination
of employment by the Executive for Good Reason shall be effective fifteen (15) business days
following the date when the Notice of Termination for Good Reason is given, unless the event
or circumstance constituting Good Reason is remedied by the Company in accordance with the
foregoing.




(iii) A termination of the Executive’s employment by the Executive without Good Reason
shall be effected by giving the Company thirty (30) calendar days advance written notice of
the termination.



(d) DATE OF TERMINATION. The “Date of Termination” means the date of the Executive’s
death, the Disability Effective Time or the date on which the termination of the Executive’s
employment by the Company for Cause or without Cause or by the Executive for Good Reason or without
Good Reason is effective. A termination of employment shall not be deemed to have occurred for
purposes of any provision of this Agreement 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).



(e) REIMBURSEMENT RULES. The “Reimbursement Rules” means the requirement that any
amount of expenses eligible for reimbursement under this Agreement be made (i) in accordance with
the reimbursement payment date set forth in the applicable provision of this Agreement providing
for the reimbursement or (ii) where the applicable provision does not provide for a reimbursement
date, thirty (30) calendar days following the date on which the Executive incurs the expenses, but,
in each case, no later than December 31 of the year following the year in which the Executive
incurs the related expenses; provided, that in no event shall 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 shall the Executive’s right to
reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.



7. OBLIGATIONS OF THE COMPANY UPON TERMINATION.



(a) OBLIGATIONS ON ANY TERMINATION. If the Executive’s employment hereunder
terminates for any reason, then the Executive shall be entitled to the payments and benefits
described in Section 4(a) of this Agreement (other than, except as provided under Sections 7(c) and
7(d), Section 4(a)(3)), in each case, based on the Executive’s service through the Date of
Termination. The Company shall also provide the Executive and/or his eligible dependents with
access to retiree medical coverage in accordance with Section 3(h).



(b) OBLIGATIONS ON A TERMINATION DUE TO DEATH OR DISABILITY. If the Executive’s
employment hereunder terminates by reason of death or Disability, then the Company, in addition to
making the payments and benefits in Section 7(a), shall pay to the Executive, or his estate,
beneficiary or legal representative, as applicable, in a lump sum in cash within thirty (30)
business days following the Date of Termination, a pro-rata portion of the Executive’s target bonus
percentage (150%) of Base Salary at the rate in effect at the beginning of the Fiscal Year in which
the Date of Termination occurs (the “Pro-Rata Bonus”). The Pro-Rata Bonus shall be calculated by
multiplying the target bonus percentage of Base Salary by a fraction, the numerator of which is the
number of days in the Fiscal Year that have elapsed as of the Date of Termination and the
denominator of which is the number of days in such Fiscal Year.



(c) OTHER THAN FOR CAUSE, DISABILITY, OR DEATH, OR FOR GOOD REASON. If, during the
Term, the Company terminates the Executive’s employment for any reason other than for Cause, death
or Disability, or the Executive terminates his employment for Good Reason, then, in addition to
making the payments and providing the benefits pursuant to Section 7(a) (with the provisions
applicable to the FY 2016 Equity Awards (if then outstanding) upon a termination without Cause or
for Good Reason to apply as set forth in Section 3(c)(ii)), (i) the Executive shall be treated as
having been employed through the Retirement Date for purposes of Sections 4(b),(c),(d),(e) and (f)
of this Agreement, (ii) subject to Section 7(e) and the Executive’s compliance in all material
respects with the noncompetition covenant set forth in Section 10(b) during the applicable
Non-Competition Period, (A) on the sixtieth (60th) day following the Date of
Termination, the Company shall pay to the Executive a lump sum in cash equal to the Base Salary
that the Executive would have been paid during the period commencing on the Date of Termination and
ending on the Retirement Date (“Cash Severance”); (B) during the period commencing on the Date of
Termination and ending on the Retirement Date, the Executive shall continue to participate in the
Company’s health and welfare plans on the same terms as immediately prior to the Date of
Termination; and (C) the Company shall pay the Executive, (x) the annual cash bonus award under the
MICP for FY 2016 as determined under Section 3(b) as though the Executive had remained employed
until the Retirement Date and (y) the annual cash bonus award under the MICP with respect to FY
2017 that the Executive would have received under Section 3(b) if he had remained employed until
the Retirement Date (for the avoidance of doubt, in each of clauses (x) and (y), based on the
extent to which applicable performance goals have been attained and not subject to proration due to
a termination of employment prior to the Retirement Date) and (iii) if the FY 2016 Equity Awards
have not been granted prior to the Date of Termination, the Company shall pay (A) an amount in cash
equal to the Grant Date Value of the FY 2015 Options, to be paid in a single lump sum within thirty
(30) days following the Date of Termination and (B) subject solely to the Executive’s compliance in
all material respects with the Covenants prior to the Retirement Date, an amount in cash equal to
the Grant Date Value of the FY 2015 RSUs, which shall be paid 50% on the first Anniversary Date and
50% on the second Anniversary Date.



(d) VOLUNTARY RESIGNATION PRIOR TO RETIREMENT DATE. If, during the Term, the
Executive voluntarily resigns prior to the Retirement Date, then, in addition to making payments
and providing benefits pursuant to Section 7(a), the Company shall pay to the Executive the annual
cash bonus award under the MICP for the Company’s fiscal year in which the Date of Termination
occurs, as determined under the MICP and Section 3(b) of this Agreement, based on the extent to
which the applicable performance goals have been attained, and such amount shall be prorated, as
described in Section 3(b)(iii).



(e) SECTION 409A.




(i) Notwithstanding any provisions of this Agreement to the contrary, if the Executive
is a “specified employee” (within the meaning of Section 409A and determined pursuant to
procedures adopted by the Company) at the time of his separation from service and if any
portion of the payments or benefits to be received by the Executive upon separation from
service would be considered deferred compensation under Section 409A, amounts that would
otherwise be payable pursuant to this Agreement during the six-month period immediately
following the Executive’s separation from service (the “Delayed Payments”) and benefits that
would otherwise be provided pursuant to this Agreement (the “Delayed Benefits”) during the
six-month period immediately following the Executive’s separation from service (such period,
the “Delay Period”) on account of the Executive’s separation from service shall instead be
paid or made available on the earlier of (i) the first business day of the seventh month
following the date of the Executive’s separation from service or (ii) Executive’s death (the
applicable date, the “Permissible Payment Date”). The Company shall also reimburse the
Executive for the after-tax cost incurred by the Executive in independently obtaining any
Delayed Benefits (the “Additional Delayed Payments”).




(ii) With respect to any amount of expenses eligible for reimbursement under Section
4(a)(1)(iii), such expenses shall be reimbursed by the Company within thirty (30) calendar
days following the date on which the Company receives the applicable invoice from the
Executive but in no event later than December 31 of the year following the year in which the
Executive incurs the related expenses; provided, that with respect to reimbursement relating
to the Additional Delayed Payments, such reimbursement shall be made on the Permissible
Payment Date. In no event shall 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 shall the Executive’s right to reimbursement or
in-kind benefits be subject to liquidation or exchange for another benefit.




(iii) Each payment under this Agreement shall be considered a “separate payment” and
not of a series of payments for purposes of Section 409A.




(iv) Any Delayed Payments shall bear interest at the United States 5-year Treasury
Rate, plus 2%, which accumulated interest shall be paid to the Executive on the Permissible
Payment Date.



(f) EXECUTION OF RELEASE. As a condition of receiving any payments for which the
Executive otherwise qualifies under Section 7(c)(ii), the Executive shall be required to execute,
deliver and not revoke, a mutual Release in the form attached hereto as Exhibit A, such
Release to be delivered by the Executive and become irrevocable no later than sixty (60) calendar
days following the Executive’s separation from service. If the Release has not been executed,
delivered and become irrevocable by the Executive within the statutory revocation period and on or
prior the sixtieth (60th) day following the separation from service, all payments under
Section 7(c)(ii) shall be forfeited. Notwithstanding the foregoing, if the Company does not
execute and deliver the Release to the Executive within two (2) business days following the
Executive’s delivery of the Release to the Company, then any requirement for the Executive to
execute, deliver and not revoke the Release as a condition of receiving any payments under
Section 7(c)(ii) will have no effect, and the Executive shall be entitled to receive any payments
to which the Executive otherwise qualifies under Section 7(c)(ii), and the prior execution of the
Release by the Executive shall be void and of no force or effect.



8. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or limit the
Executive’s continuing or future participation during the Term in any plan, program, policy or
practice provided by the Company or any of its affiliated companies for which the Executive may
qualify nor shall anything in this Agreement limit or otherwise affect such rights as the Executive
may have under any contract or agreement with the Company or any of its affiliated companies.
Vested benefits and other amounts that the Executive is otherwise entitled to receive under any
plan, policy, practice or program of, or any contract of agreement with, the Company or any of its
affiliated companies on or after the Date of Termination shall be payable in accordance with the
terms of each such plan, policy, practice, program, contract or agreement, as the case may be,
except as explicitly modified by this Agreement.



9. FULL SETTLEMENT. Except as provided herein, the Company’s obligation to make the
payments provided for in, and otherwise to perform its obligations under, this Agreement shall not
be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action that
the Company may have against the Executive or others. In no event shall the Executive be obligated
to seek other employment or take any other action to mitigate the amounts payable to the Executive
under any of the provisions of this Agreement and such amounts shall not be reduced, regardless of
whether the Executive obtains other employment.



10. CONFIDENTIAL INFORMATION; NON-COMPETITION; SOLICITATION.



(a) CONFIDENTIAL INFORMATION. The Executive shall 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, engineering and distribution operational processes, marketing and
financial activities, including costs, profits and sales, of the Company and its subsidiaries,
(ii) 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 the
customers and suppliers of the Company and its subsidiaries and (v) people and organizations with
whom the Company and its subsidiaries have business relationships and those relationships.
“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. “Confidential
Information” does not include information which (A) is or becomes available to the public generally
(other than as a result of the Executive’s unauthorized disclosure), (B) was within the Executive’s
possession prior to its being furnished to the Executive by or on behalf of the Company,
provided that the source of such information was not bound by a confidentiality agreement
with or other contractual, legal or fiduciary obligation of confidentiality to the Company or any
other party with respect to such information, (C) becomes available to the Executive on a
non-confidential basis from a source other than the Company or its subsidiaries, provided that such
source is not bound by a confidentiality agreement with or other contractual, legal or fiduciary
obligation of confidentiality to the Company or any other party with respect to such information,
(D) was independently developed by the Executive without reference to the Confidential Information
or (E) is required by law to be disclosed. Notwithstanding the foregoing, this Agreement is not
intended to and shall be interpreted in a manner that does not limit or restrict the Executive from
exercising any legally protected whistleblower rights (including pursuant to Rule 21F under the
U.S. Securities Exchange Act of 1934).



(b) NON-COMPETITION. During the period commencing on the Effective Date and ending on
(i) April 30, 2019 or (ii) in the event of the Executive’s termination of employment by the Company
other than for Cause or by the Executive for Good Reason prior to the Retirement Date, April 30,
2017 (such period, the “Non-Competition Period”), the Executive shall not, without the written
consent of the Board, serve in an executive role with respect to, any person or entity (other than
the Company) that is primarily engaged in any Competitive Business (as defined below).
“Competitive Business” shall mean any business that materially competes with a significant
operating business which the Company (x) while the Executive is employed during the Term, is
engaged in or conducting during the Term or (y) to the extent that this Section 10(b) applies after
the Term, engaged in or conducted during the Company’s last completed fiscal year preceding the
last day of the Term and which constituted at least 30% of the net sales of the Company and its
subsidiaries for such completed fiscal year. Notwithstanding the foregoing, the Executive may
become a partner or employee of, or otherwise acquire an interest in, a stock or business brokerage
firm, consulting or advisory firm, investment banking firm or similar organization which, as part
of its business, trades or invests in securities of Competitive Businesses or which represents or
acts as agent or advisor for Competitive Businesses, but only on condition that the Executive shall
not personally render any services either directly to such Competitive Business or other persons or
to the Executive’s firm in connection therewith, in each case that would otherwise be prohibited
under this Section 10(b).



(c) RETURN OF PROPERTY. The Executive shall promptly return to the Company upon the
Retirement Date (or, if earlier, 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 he may then possess or have under
his control; provided, however, that he may retain his personal correspondence,
diaries, rolodex (paper and electronic) and other items of a personal nature.



(d) MUTUAL NONDISPARAGEMENT. During the Non-Competition Period, (i) the Executive
shall not make, either directly or indirectly, any oral or written negative, disparaging or adverse
statements or representations of or concerning the Company or its subsidiaries, any of their
businesses, or the business reputations or character of any of their current or former officers,
directors or management level employees and (ii) the Company shall not issue, and the Company
Parties (as defined below) shall not make, any oral or written negative, disparaging or adverse
statements or representations of or concerning the business reputation or character of the
Executive; provided, however, that nothing herein shall prohibit (A) critical
communications between the Executive and the Company in connection with the Executive’s employment,
(B) the Executive or any Company Party from disclosing truthful information if legally required
(whether by oral questions, interrogatories, requests for information or documents, subpoena, civil
investigative demand or similar process) or (C) either party from acting in good faith to enforce
such party’s rights under this Agreement. For purposes of this Agreement, the term “Company
Parties” shall mean the executive officers, directors and designated spokespersons of the
Company.



(e) REASONABLENESS. The Executive acknowledges that in his capacity as the Chairman
and Special Advisor to the Company under this Agreement, and as the Chief Executive Officer of the
Company under the Prior Agreement, the Executive has had and will have significant exposure and
access to the Confidential Information of the Company and its subsidiaries. Therefore, the
Executive acknowledges that the limitations and obligations contained in this Section 10 are,
individually and in the aggregate, reasonable, valid, enforceable and properly required by the
Company and its subsidiaries, and the Company acknowledges the same with respect to the obligations
under Section 10(d).



(f) INJUNCTIVE RELIEF. The Executive acknowledges that a violation by the Executive
of any of the covenants contained in this Section 10 would cause immeasurable and irreparable
damage to the Company and its subsidiaries in an amount that would be material but not readily
ascertainable, and that any remedy at law would be inadequate, and the Company acknowledges that
any violation of Section 10(d) would similarly cause immeasurable and irreparable damage to the
Executive. Accordingly, each party (in addition to any other rights it may have under this
Agreement) shall be entitled (without the necessity of showing economic loss or other actual damage
or posting band) to injunctive relief in any court of competent jurisdiction for any actual or
threatened violation of any such covenant in addition to any other remedies it may have. The
parties agree that in the event that any court of competent jurisdiction shall finally hold that
any provision of Section 10 hereof is void or constitutes an unreasonable restriction against the
other party, the provisions of this Section 10 shall not be rendered void but shall be deemed to be
modified to the minimum extent necessary to remain in force and effect for the greatest period and
to such extent as such arbitrator or court may determine constitutes a reasonable restriction under
the circumstances.



11. DISPUTE RESOLUTION. Except for the Executive’s and the Company’s right to seek
injunctive relief as set forth in Section 10(f), all disputes arising under, related to, or in
connection with this Agreement shall 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 shall be binding on the Company and the Executive. Judgment may be entered on the award
of the arbitrators in any court having jurisdiction. Each party shall bear its own costs and
expenses (including legal fees) in connection with any arbitration proceeding instituted hereunder;
provided, however, that if the Executive prevails in the arbitration, his costs and
expenses shall be promptly reimbursed by the Company. The reimbursement provided for in this
Section 11 shall be made as soon as practicable following the resolution of such contest or dispute
(whether or not appealed) to the extent the Company received reasonable written evidence of such
fees and expenses, but in any event no later than within thirty (30) calendar days following the
date on which such consent or dispute (whether or not appealed) is resolved.



12. ASSIGNMENT; SUCCESSORS. This Agreement is personal to the Executive and, without the
prior written consent of the Company, shall not be assignable by the Executive otherwise than by
will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be
enforceable by the Executive’s legal representatives. This Agreement shall inure to the benefit of
and be binding upon the Company and its successors. In addition to any obligations imposed by law
upon any successor to the Company, the Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to expressly assume and agree to perform this Agreement in
the same manner and to the same extent that the Company would be required to perform it if no such
succession and benefits had taken place. Failure of the Company to obtain such assumption and
agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and
shall entitle the Executive to compensation from the Company in the same amount and on the same
terms as the Executive would be entitled to hereunder if the Executive were to terminate the
Executive’s employment for Good Reason.



13. MISCELLANEOUS.



(a) GOVERNING LAW. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Connecticut, without reference to principles of conflict of laws.
The captions of this Agreement are not part of the provisions hereof and shall have no force or
effect. This Agreement may not be amended or modified except by a written agreement executed by
the parties hereto or their respective successors and legal representatives.



(b) NOTICES. All notices and other communications under this Agreement shall be in
writing and shall be given by hand delivery to the other party or by registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:




If to the Executive:




At his address on file with the Company




If to the Company:




Stanley, Black & Decker, Inc.


1000 Stanley Drive


New Britain, Connecticut 06053


Facsimile: 860-827-3911


Attention: Bruce H. Beatt, Senior Vice President, General Counsel and Secretary




With a copy to:




Cravath, Swaine & Moore LLP


Worldwide Plaza


825 Eighth Avenue


New York, New York 10019


Attention: Eric W. Hilfers, Esq.



or to such other address as either party furnishes to the other in writing in accordance with this
paragraph (b) of Section 13. Notices and communications shall be effective when actually received
by the addressee.



(c) SEVERABILITY. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
If any provision of this Agreement shall be held invalid or unenforceable in part, the remaining
portion of such provision, together with all other provisions of this Agreement, shall remain valid
and enforceable and continue in full force and effect to the fullest extent consistent with law.



(d) LEGAL FEES. The Company shall pay directly or reimburse the Executive for
reasonable legal fees and expenses incurred in connection with the negotiation and preparation of
this Agreement. Such payment or reimbursement by the Company shall be subject to the Reimbursement
Rules.



(e) WITHHOLDING. Notwithstanding any other provision of this Agreement, the Company
may withhold from amounts payable under this Agreement all federal, state, local and foreign taxes
that are required to be withheld by applicable laws or regulations.



(f) WAIVER. The Executive’s or the Company’s failure to insist upon strict compliance
with any provisions of, or to assert any right under, this Agreement shall not be deemed to be a
waiver of such provision or right or of any other provision of or right under this Agreement.



(g) ENTIRE AGREEMENT. The Executive and the Company acknowledge that this Agreement
(together with the Exhibit A hereto) constitutes the entire understanding of the parties
with respect to the subject matter hereof and supersede any other prior agreement or other
understanding, whether oral or written, express or implied, between them concerning, related to or
otherwise in connection with, the subject matter hereof and that, following the date hereof, no
such agreement or understanding shall be of any further force or effect; provided that the
CIC Severance Agreement shall remain in full force and effect.



(h) SECTION 409A. To the extent applicable, it is intended that the compensation
arrangements under this Agreement be in full compliance with Section 409A. This Agreement shall be
construed in a manner to give effect to such intention. The subject matter of this Agreement
involves complex and substantial tax considerations. The Executive acknowledges that he has been
afforded adequate opportunity to consult and that he has consulted with his own tax adviser with
respect to this Agreement. The Company makes no warranties or representations whatsoever to the
Executive regarding the tax consequences of any item of compensation subject to this Agreement and
which is paid in accordance with the terms of this Agreement.



(i) SURVIVAL OF TERMS. To the extent necessary to effectuate the terms of this
Agreement, terms of this Agreement which must survive the termination of the Executive’s employment
or the termination of this Agreement shall so survive.



(j) COUNTERPARTS. This Agreement may be executed in several counterparts, each of
which shall be deemed an original, and said counterparts shall constitute but one and the same
instrument.



(k) EACH PARTY THE DRAFTER. This Agreement and the provisions contained in it shall
not be construed or interpreted for or against any party to this Agreement because that party
drafted or caused that party’s legal representative to draft any of its provisions.



IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant
to the authorization of its Board, the Company has caused this Agreement to be executed in its name
on its behalf, all as of the day and year first above written, to become effective as of the
Effective Date.



STANLEY BLACK & DECKER, INC.



By:                                             

Name: Bruce H. Beatt

Title: Senior Vice President, General Counsel & Secretary









JOHN F. LUNDGREN



By:                                                


Name: John F. Lundgren



	 
	 

	 

	 







[Signature Page to Executive Retirement Agreement]




	 
	 







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grant	 	Grant Size	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Grant Expiration Date
	Type with Subtype	 	Grant Date	 	(Shares)	 	Grant Price	 	Vesting (1)	 	Exercisable Amount	 	Outstanding Amount	 	(2)	 	 	 	 
	NQ Options
	 	 	12/08/2011	 	 	 	75,000	 	 	$	64.785	 	 	vested	 	 	 	 	 	 	75,000	 	 	 	 	 	 	 	75,000	 	 	 	12/08/2021	 
	NQ Options
	 	 	12/06/2012	 	 	 	75,000	 	 	$	70.610	 	 	4 year SL	 	 	 	 	 	 	56,250	 	 	 	 	 	 	 	75,000	 	 	 	12/06/2022	 
	NQ Options
	 	 	12/05/2013	 	 	 	75,000	 	 	$	79.700	 	 	4 year SL	 	 	 	 	 	 	37,500	 	 	 	 	 	 	 	75,000	 	 	 	12/05/2023	 
	NQ Options
	 	 	12/05/2014	 	 	 	75,000	 	 	$	95.180	 	 	4 year SL	 	 	 	 	 	 	18,750	 	 	 	 	 	 	 	75,000	 	 	 	12/05/2024	 
	NQ Options
	 	 	12/04/2015	 	 	 	75,000	 	 	$	109.245	 	 	4 year SL	 	 	 	 	 	 	0	 	 	 	 	 	 	 	75,000	 	 	 	12/04/2025	 
	RSU
	 	 	12/06/2012	 	 	 	25,000	 	 	 	N/A	 	 	4 year SL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	6,250	 	 	 	N/A	 
	RSU
	 	 	12/05/2013	 	 	 	21,429	 	 	 	N/A	 	 	4 year SL	 	 	 	 	 	 	N/A	 	 	 	 	 	 	 	10,715	 	 	 	N/A	 
	RSU
	 	 	12/05/2014	 	 	 	21,429	 	 	 	N/A	 	 	4 year SL	 	 	 	 	 	 	N/A	 	 	 	 	 	 	 	16,072	 	 	 	N/A	 
	RSU
	 	 	12/04/2015	 	 	 	18,750	 	 	 	N/A	 	 	4 year SL	 	 	 	 	 	 	N/A	 	 	 	 	 	 	 	18,750	 	 	 	N/A	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Cliff on settlement	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	date, following 3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	year performance	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Performance Share
	 	 	 	 	 	 	 	 	 	 	 	 	 	period based on	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Units
	 	 	02/17/2014	 	 	 	47,959	 	 	 	N/A	 	 	performance	 	 	 	 	 	 	N/A	 	 	 	 	 	 	 	47,959	 	 	 	N/A	 
	Performance
Share Units
	 	 	02/17/2015	 	 	 	41,284	 	 	 	N/A	 	 	 	 	 	 	 	 	 	 	 	N/A	 	 	 	 	 	 	 	41,284	 	 	 	N/A	 
	Performance
Share Units
	 	 	02/17/2016	 	 	 	43,490	 	 	 	N/A	 	 	 	 	 	 	 	 	 	 	 	N/A	 	 	 	 	 	 	 	43,490	 	 	 	N/A	 






John F. Lundgren – Outstanding Equity Awards

(as of July 12, 2016)





	(1)	 	Stock options and restricted stock units (RSUs) are subject to 4-year straight-line (SL)
vesting (i.e., vest 25% on each anniversary date of grant). Vesting for stock options and
RSUs also occurs upon death, Disability, or Retirement (as defined in the applicable award
agreement), as indicated in the applicable award agreement. In the case of Performance Share
Units (PSUs), the above Table reflects the target shares granted. The pro rata payout of PSUs
will be based on the number of complete months of service during the 3-year performance
period. The foregoing description is qualified in all respects by reference to the award
agreement pursuant to which the applicable award has been granted to the Executive.






	(2)	 	Stock options will remain exercisable until the grant expiration date set forth in this
column following the termination of the Executive’s employment for any reason other than by
the Company for Cause.





EXHIBIT A

EXECUTIVE RETIREMENT AGREEMENT

MUTUAL RELEASE




(a) John F. Lundgren (“Releasor”) for and in consideration of benefits provided pursuant to an
Executive Retirement Agreement Stanley Black & Decker, Inc. entered into on July 21, 2016 (the
“Retirement Agreement”), does for himself and his heirs, executors, administrators, successors and
assigns, hereby now and forever, voluntarily, knowingly and willingly release and discharge Stanley
Black & Decker, Inc. and its parents, subsidiaries and affiliates (collectively, the “Company
Group”), together with their respective present and former partners, officers, directors, employees
and agents, and each of their predecessors, heirs, executors, administrators, successors and
assigns (but as to any partner, officer, director, employee or agent, only in connection with, or
in relationship to, his to its capacity as a partner, officer, director, employee or agent of the
Company and its subsidiaries or affiliates and not in connection with, or in relationship to, his
or its personal capacity unrelated to the Company or its subsidiaries or affiliates) (collectively,
the “Company Releasees”) from any and all charges, complaints, claims, promises, agreements,
controversies, causes of action and demands of any nature whatsoever, known or unknown, suspected
or unsuspected, which against the Company Releasees, jointly or severally, Releasor or Releasor’s
heirs, executors, administrators, successors or assigns ever had or now have by reason of any
matter, cause or thing whatsoever arising from the beginning of time to the time Releasor executes
this release arising out of or relating in any way to Releasor’s employment or director
relationship with the Company, or the termination thereof, including but not limited to, any rights
or claims arising under any statute or regulation, including the Age Discrimination in Employment
Act of 1967, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans
with Disabilities Act of 1990, or the Family and Medical Leave Act of 1993, each as amended, or any
other federal, state or local law, regulation, ordinance or common law, or under any policy,
agreement, understanding or promise, written or oral, formal or informal, between any Company
Releasee and Releasor. Releasor shall not seek or be entitled to any recovery, in any action or
proceeding that may be commenced on Releasor’s behalf in any way arising out of or relating to the
matters released under this Release. Notwithstanding the foregoing, nothing herein shall release
any Company Releasee from any claim or damages based on (i) the Releasor’s rights under the
Retirement Agreement, (ii) any right or claim that arises after the date the Releasor executes this
release, (iii) the Releasor’s eligibility for indemnification in accordance with applicable laws or
the certificate of incorporation or by-laws of the Company (or any affiliate or subsidiary) or any
applicable insurance policy, with respect to any liability the Releasor incurs or incurred as a
director, officer or employee of the Company or any affiliate or subsidiary (including as a
trustee, director or officer of any employee benefit plan) or (iv) any right the Releasor may have
to obtain contribution as permitted by law in the event of entry of judgment against the Releasor
as a result of any act or failure to act for which the Releasor and the Company or any affiliate or
subsidiary are held jointly liable.



(b) Releasor has been advised to consult with an attorney of Releasor’s choice prior to
signing this release, has done so and enters into this release freely and voluntarily.



(c) Releasor has had in excess of twenty-one (21) calendar days to consider the terms of this
release. Once Releasor has signed this release, Releasor has seven (7) additional days to revoke
Releasor’s consent and may do so by writing to the Company as provided in Section 13(b) of the
Retirement Agreement. Releasor’s release shall not be effective, and no payments or benefits shall
be due under Section 7(c) of the Retirement Agreement, until the eighth day after Releasor shall
have executed this release (the “Revocation Date”) and returned it to the Company, assuming that
Releasor has not revoked Releasor’s consent to this release prior to the Revocation Date.



(d) The Company, for and in consideration of the Releasor’s covenants under the Retirement
Agreement, on behalf of itself and the other members of the Company Group and any other Company
Releasee, their respective successors and assigns, and any and all other persons claiming through
any member of the Company Group or such other Company Releasee, and each of them, does hereby now
and forever, voluntarily, knowingly and willingly release and discharge, the Releasor and
dependents, administrators, agents, executors, successors, assigns, and heirs, from any and all
charges, complaints, claims, promises, agreements, controversies, causes of action and demands of
any nature whatsoever, known or unknown, suspected or unsuspected, which against the Releasor,
jointly or severally, the Company and each other member of the Company Group or any other Company
Releasee, their respective successors and assigns, and any and all other persons claiming through
any member of the Company Group or such other Company Releasee ever had or now have by reason of
any matter, cause or thing whatsoever arising from the beginning of time to the time the Company
executes this release arising out of or relating to the Releasor’s employment or director
relationship with the Company or the termination thereof, including, but not limited to, any claim,
demand, obligation, liability or cause of action arising under any federal, state or local
employment law or ordinance, tort, contract or breach of public policy theory or alleged violation
of any other legal obligation. Notwithstanding the foregoing, nothing herein shall release the
Releasor and his dependents, administrators, agents, executors, successors, assigns, and heirs, (i)
in respect of the Company’s rights under the Retirement Agreement, or (ii) from any claims or
damages based on any right or claim that arises after the date the Company executes this release.



(e) The Company’s release shall become effective on the Revocation Date, assuming that
Releasor shall have executed this release and returned it to the Company and has not revoked
Releasor’s consent to this release prior to the Revocation Date.



(f) In the event that any one or more of the provisions of this release shall be held to be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of
this release shall not in any way be affected or impaired thereby.



This release shall be governed by the law of the State of Connecticut without reference
to its choice of law rules.



STANLEY BLACK & DECKER, INC.



By:

Name:

Title:




Signed as of this          day of                       .



	 
	 

	 







RELEASOR:



John F. Lundgren



Signed as of this          day of                       .