exv10wxxii






Exhibit 10(xxii)




THE BLACK & DECKER

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




Amended and Restated Effective as of

July 16, 2009



 




 









 





THE BLACK & DECKER

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




TABLE OF CONTENTS



	 	 	 

	SECTION 1 — DEFINITIONS
	 	1
	 
	 	 
	SECTION 2 — ELIGIBILITY
	 	7
	 
	 	 
	SECTION 3 — RETIREMENT BENEFIT
	 	7
	 
	 	 
	(a) benefit percentage
	 	7
	(b) reduction for early determination
	 	8
	(c) reduction for less than 10 years of service
	 	8
	(d) benefit examples
	 	8
	 
	 	 
	SECTION 4 — BENEFIT OFFSETS
	 	8
	 
	 	 
	SECTION 5 — DEATH BENEFITS
	 	9
	 
	 	 
	(a) eligibility for death benefit
	 	9
	(b) spouse’s death benefit
	 	9
	(c) death benefit under accelerated payment method
	 	9
	 
	 	 
	SECTION 6 — VESTING
	 	10
	 
	 	 
	(a) general
	 	10
	(b) forfeiture for cause
	 	10
	(c) clawback
	 	10
	(d) competition and disclosure of confidential information
	 	10
	(e) committee’s discretion
	 	11
	 
	 	 
	SECTION 7 — ADDITIONAL PROVISIONS CONCERNING BENEFITS
	 	11
	 
	 	 
	(a) obligation to inform
	 	11
	(b) currency and exchange rates
	 	11
	(c) election of accelerated payment method
	 	12
	 
	 	 
	SECTION 8 — CORPORATION’S OBLIGATIONS ARE UNFUNDED AND UNSECURED
	 	12
	 
	 	 
	SECTION 9 — ALIENATION OR ENCUMBRANCE
	 	13
	 
	 	 
	SECTION 10 — OTHER BENEFITS
	 	14
	 
	 	 
	SECTION 11 — NO GUARANTEE OF EMPLOYMENT
	 	14
	 
	 	 
	SECTION 12 — COOPERATION OF PARTIES
	 	14
	 
	 	 
	SECTION 13 — BENEFIT CLAIMS
	 	14
	 
	 	 
	(a) claims procedure
	 	14
	(b) arbitration
	 	15
	(c) attorneys’ fees.
	 	16






 









 






	 	 	 

	SECTION 14 — INCAPACITY
	 	16
	 
	 	 
	SECTION 15 — ADMINISTRATION
	 	16
	 
	 	 
	(a) committee’s responsibilities
	 	16
	(b) plan interpretation
	 	17
	(c) committee’s liability and indemnification
	 	17
	(d) self-dealing
	 	17
	 
	 	 
	SECTION 16 — AMENDMENTS AND TERMINATION
	 	17
	 
	 	 
	SECTION 17 — SEVERABILITY
	 	18
	 
	 	 
	SECTION 18 — CONSTRUCTION
	 	18
	 
	 	 
	SECTION 19 — CHOICE OF LAW
	 	18
	 
	 	 
	SECTION 20 — PARTIES TO BE BOUND
	 	18






THE BLACK & DECKER

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




     This Plan provides certain supplemental retirement benefits for selected executive employees
of The Black & Decker Corporation and its subsidiaries and affiliates. This Plan is intended to
provide supplemental retirement benefits primarily for a select group of management or highly paid
executive employees. This document amends and fully restates The Black & Decker Supplemental
Executive Retirement Plan effective as of July 16, 2009. The terms of this amended and restated
document shall apply to Participants whose Separation from Service occurs on or after July 16,
2009. The benefits under this Plan with respect to any Participant whose Separation from Service
occurred prior to July 16, 2009 shall be determined under the terms of this Plan in effect on the
date of such Participant’s Separation from Service without regard to amendments made to this Plan
thereafter.



SECTION 1 — Definitions




     Each of the following terms in this Plan has the meaning indicated, unless a different
meaning is plainly implied by the context:



     “Accelerated Payment Method” means one of the methods of payment described in Section 7(c).



     “Actuarial Equivalent” means a benefit having the same actuarial value, based on the
actuarial assumptions used in calculating benefits under The Black & Decker Pension Plan, and such
other reasonable actuarial assumptions and methods that may be adopted by the Committee from time
to time, in its sole discretion, for use in determining benefits under this Plan. Notwithstanding
the foregoing, in the event a Participant has elected the Accelerated Payment Method, the amount of
the lump sum payment or installment payments (including the spouse’s benefit) shall be calculated
(A) using (i) an interest rate equal to four and one-half percent (4.5%) and (ii) the 1994 Group
Annuity Reserving Table (determined on a unisex basis and projected to 2002, all as described in
IRS Revenue Ruling 2001-62); (B) assuming that (i) the Participant will earn no wages subject to
the Social Security Act, (ii) the Participant will not further accrue any Other Retirement Benefits
after his or her Benefit Determination Date, (iii) the Participant’s retirement benefits under the
Social Security Act and all Other Retirement Benefits will
begin at the earliest date they are available after the Participant’s Benefit Determination
Date, and (iv) the



 









 




Participant, if married, will elect the form of payment for the Other Retirement
Benefits that provides his or her spouse the largest benefit following the Participant’s death; and
(C) using such other reasonable actuarial assumptions and methods that may be adopted by the
Committee from time to time, in its sole discretion, for this purpose.




     “Benefit Determination Date” means the first day of the calendar month coincident with or
next following the later of the Participant’s Termination Date or the Participant’s Early
Retirement Date. Notwithstanding the foregoing, if a Participant’s Separation from Service occurs
due to Disability prior to the Participant’s Normal Retirement Date, the Participant’s Benefit
Determination Date shall mean the Participant’s Normal Retirement Date.



     “Black & Decker” means the Corporation and all of its direct and indirect subsidiaries and
its affiliates.


“Board” means the Corporation’s Board of Directors.




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



     “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any
successor to that statute.



     “Committee” means the Compensation Committee of the Board.



     “Corporation” means The Black & Decker Corporation, a Maryland corporation.



     “Credited Service” means all Benefit Service Credit as defined in and credited to the
Participant under The Black & Decker Pension Plan (or that would have been credited for any period
of employment by Black & Decker, if the Participant had been eligible to participate in that plan),
plus the Participant’s Salary Continuance Period. Except as credited under The Black & Decker
Pension Plan or unless otherwise determined by the Committee in its sole discretion, Credited
Service under this Plan shall not include any period of employment with
any company during any period when that company was not a subsidiary or affiliate of the
Corporation. Credited



 









 




Service also includes all periods of Disability beginning while the
Participant is employed by Black & Decker and continuing as long as the Disability continues up
until the Participant’s Normal Retirement Date.




     “Disability” means an illness or injury that would cause an Employee to be disabled
under the terms of The Black & Decker Disability Plan.



     “Early Retirement Date” means the first day of the calendar month coincident with or
next following the date upon which the Participant has both attained age 55 and five years of
Credited Service; provided, however, that, in the case of a Protected Participant, the Early
Retirement Date shall be the first day of the calendar month coincident with or next following the
Protected Participant’s 55th birthday regardless of his or her Credited
Service.



     “Effective Date” means July 16, 2009, the effective date of this amended and restated Plan.
This Plan was originally effective as of January 1, 1984.



     “Employee” means any person rendering personal services to Black & Decker as an employee.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



     “Final Average Pay” means the average monthly amount of the Participant’s Pay for
the three years (whether or not consecutive) in which the Participant’s Pay was the highest out of
each of the seven-year periods that end on the following dates, whichever seven-year period
produces the highest average monthly amount:




	 	(A)	 	the Participant’s Termination Date;
	 
	 	(B)	 	if the Participant’s Termination Date is not December 31st of any given year, the December 31st immediately
preceding the Participant’s Termination Date;
	 
	 	(C)	 	the last day of the Participant’s Salary Continuance Period, if applicable;
	 
	 	(D)	 	if the last day of the Participant’s Salary Continuance Period is not
December 31st of any given year, the December
31st immediately preceding the last day of the
Participant’s Salary Continuance Period, if applicable;
	 
	 	(E)	 	in the case of a Protected Participant only, the date of the
applicable Change in Control of the Corporation; and
	 
	 	(F)	 	in the case of a Protected Participant only, if the date of the
applicable Change in Control of the Corporation is not December
31st of any given year, the December
31st immediately preceding the date of the
applicable Change in Control of the Corporation.





     “Normal Retirement Date” means the first day of the calendar month coincident with
or next following: (A) the date upon which the Participant attains age 60 and 5 years of Credited
Service or, (B) in the case of a Protected Participant, the Participant’s 60th birthday, regardless
of his or her Credited Service.



     “Other Retirement Benefits” means the amount (actuarially adjusted, as described below) of
all retirement, disability income and death benefits, or the like, whether tax-qualified or
non-qualified, that the Participant (or, in the case of surviving spouse’s benefit under Section 5,
the Participant’s surviving spouse) is entitled to receive in the applicable month under all plans
or arrangements provided, maintained or funded by any of the Participant’s employers (whether or
not affiliated with Black & Decker), including all Social Security Benefits, but excluding: (A) any
portion of those benefits (other than Social Security Benefits) that is attributable to the
Participant’s contributions, including salary or other compensation reduction contributions; (B)
any death benefits under a life insurance contract; (C) any defined contribution plan, unless that
plan is intended to provide the primary source of retirement income (in addition to Social Security
Benefits) funded by any employer for the employees at
any location covered by that plan; (D) any payments to the Participant made pursuant to an
individual written



 









 




agreement with Black & Decker and as a result of a change in the ownership or
effective control of the Corporation or a change in the ownership of a substantial portion of the
Corporation’s assets, including, without limitation, a Change in Control of the Corporation; (E)
any amounts paid under an individual written agreement with Black & Decker that expressly provides
that those amounts are in addition to the benefits under this Plan; and (F) any amount that
constitutes Pay. Notwithstanding anything to the contrary, the amount of the Participant’s or
spouse’s Other Retirement Benefits in any month shall be increased or decreased so that the amount
of those Other Retirement Benefits that offset the monthly benefit payable under this Plan is the
Actuarial Equivalent of the Other Retirement Benefits that the Participant or spouse would
otherwise have received that month but for the Participant’s or spouse’s election with respect to
those Other Retirement Benefits either to (A) accelerate payment to a date that precedes or to
defer the payment beyond the earliest date those payments would otherwise have been made, or (B)
receive those Other Retirement Benefits in any form of payment other than the form of payment that
would have provided the largest monthly benefit to the Participant or spouse, unless, and only to
the extent that, the elected form of payment provides death benefits to the Participant’s spouse.




     “Participant” means any Employee who qualifies for participation in this Plan, as
more particularly described in Section 2.



     “Pay” means (A) the actual compensation paid during the relevant period by Black &
Decker to the Participant for services as an Employee, including base salary, bonuses, and annual
incentive awards, (B) any amounts contributed to any employee benefit plan pursuant to a salary or
other compensation reduction agreement with the Participant, and including, for the year of
deferral, amounts deferred by the Participant under any non-qualified deferred compensation plan
(such as The Black & Decker Supplemental Retirement Savings Plan), (C) salary continuation payments
during sick leave and other authorized leaves of absence (other than long-term disability benefits)
and (D) the Participant’s Salary Continuance Payments credited as Pay ratably over the
Participant’s Salary Continuance Period. The term “Pay” does not include any (A) amounts paid
pursuant to any long-range performance compensation plan, including The Black & Decker Performance
Equity Plan, The Black & Decker Long-Term Incentive Plan, The Black & Decker 2008 Executive
Long-Term Incentive/Retention Plan, and The Black & Decker Long-Term Management Compensation Plan,
(B) non-cash remuneration, imputed income, perquisites and other cash or non-cash fringe benefits,
such as (but not limited to) reimbursements or allowances for expenses (such as automobile, moving
or relocation, country club, financial or tax counseling, tax preparation, overseas housing,
educational and similar expense allowances), (C) stock bonuses, income attributable to discount
stock purchases, stock options, restricted stock, restricted stock units, dividends, dividend
equivalents or stock appreciation rights, (D) other income attributable to the vesting of
restricted property or benefits under any plan or arrangement, and (E) unless specifically included
as Pay in the immediately preceding sentence, contributions to or benefits under any employee
pension or welfare benefit plan or payments received by a Participant under any non-qualified
deferred compensation plan (such as The Black & Decker Supplemental Retirement Savings Plan). For
any period during which the Participant is entitled to Credited Service by reason of a Disability,
the Participant’s Pay is deemed to continue during that Disability period at a monthly rate equal
to 1/12th of (i) the Participant’s base salary (before any salary reduction for contributions to
any employee benefit plan pursuant to a salary reduction agreement with the Participant) at the
Participant’s annual salary rate in effect at the date that the Disability began, plus (ii) all
items (other than base salary and such salary reduction contributions) included in the
Participant’s actual Pay during the 12-month period ending on the date that the Disability began.



     “Payment Date” means the latest of the Participant’s Benefit Determination Date, the date
that is six (6) months and one (1) day after the Participant’s Separation from Service or, if the
Participant has elected to defer his or her Payment Date pursuant to Section 7(c), the Payment Date
so elected by the Participant; except that (A) the death benefits payable to a Participant’s spouse
shall be paid at the date specified in Section 5; and (B) in the case of a Participant whose
Separation from Service occurs due to Disability prior to such Participant’s Normal Retirement
Date, the Participant’s Payment Date shall be the Participant’s Normal Retirement Date.
Notwithstanding anything to the contrary, if the Committee reasonably determines that the making of
any payment to a Participant under this Plan will violate federal securities laws or other
applicable law, the Committee may delay a Participant’s Payment Date until the earliest date at
which the Committee determines that the making of that payment will not violate those laws.



     “Plan” means “The Black & Decker Supplemental Executive Retirement Plan,” as it may
be amended from time to time. This document completely amends and restates The Black & Decker
Supplemental Executive



 









 




Retirement Plan originally effective on January 1, 1984, and last amended
and restated effective as of January 1, 2008.



     “Protected Participant” means a Participant who is an Employee when a Change in Control of the
Corporation occurs.




     “Salary Continuance Payments” means (A) in the case of a Participant who is a participant in
the Salary Continuance Plan, the maximum “Salary Continuance” payments, if any, that the
Participant could be entitled to receive under the Salary Continuance Plan; (B) all payments, if
any, that are in lieu of future compensation items that would otherwise constitute “Pay” under the
terms of this Plan and that the Participant may be entitled to receive under the terms of any
individual written agreement with Black & Decker, as a result of the termination of his or her
employment with Black & Decker (whether by action of Black & Decker or the Participant); and (C) in
the case of a Protected Participant, all payments, if any, that are in lieu of future compensation
items that would otherwise constitute “Pay” under the terms of this Plan and that the Protected
Participant may be entitled to receive under the terms of any individual agreement between the
Participant and Black & Decker as a result of the termination of the Participant’s employment with
Black & Decker (whether by action of Black & Decker or the Participant) coincident with or
following a change in the ownership or effective control of the Corporation or a change in the
ownership of a substantial portion of the Corporation’s assets. In all cases, a Participant’s
entitlement to Salary Continuance Payments and the amount thereof shall be determined at the time
specified in the Salary Continuance Plan or other applicable agreement, before any offset for
severance pay, vacation pay, salary continuance, notice pay, a termination indemnity or the like or
compensation received from a subsequent employer, without regard to whether those payments are made
in one lump sum payment or periodically and without regard to the amount of severance or salary
continuance that is actually paid to the Participant thereafter. Notwithstanding the foregoing,
Salary Continuance Payments shall not include, for purposes of this Plan only, any compensation
items used to calculate the amount of the Salary Continuance Payment under a Participant’s
individual written agreement that would not otherwise constitute “Pay” under the terms of this
Plan. For example, if the amount of the Salary Continuance Payments payable under the Participant’s
individual agreement is based on the Participant’s annual base salary, annual incentive award, and
long-term incentive award, the portion of the Salary Continuance Payment based on the Participant’s
long-term incentive award shall be disregarded when calculating the amount of the Salary
Continuance Payments under this Plan.



     “Salary Continuance Period” means (A) the maximum period with respect to which the
Participant’s Salary Continuance Payments are to be measured under the terms of the Salary
Continuance Plan or applicable individual written agreement, (B) three (3) years in the case of
Salary Continuance Payments payable under that certain employment agreement between the Corporation
and Nolan D. Archibald, as amended from time to time, or (C) three (3) years in the case of Salary
Continuance Payments payable under the terms of any individual agreement between the Participant
and Black & Decker as a result of the termination of the Participant’s employment with Black &
Decker (whether by action of Black & Decker or the Participant) coincident with or following a
change in the ownership or effective control of the Corporation or a change in the ownership of a
substantial portion of the Corporation’s assets. In any case, the Salary Continuance Period is
determined at the effective date of the Participant’s termination of employment with Black &
Decker, without regard to the actual period over which those payments may be made and without
regard to whether those payments are made in one lump sum payment or periodically. Notwithstanding
anything to the contrary, a Participant’s Salary Continuance Period will be taken into account
under this Plan only if the Participant is entitled to Salary Continuance Payments at the effective
date of the Participant’s termination of employment with Black & Decker.



     “Salary Continuance Plan” means The Black & Decker Executive Salary Continuance Plan,
effective May 1, 1995, as amended from time to time, or any salary continuance plan that is a
successor to, or replacement for, that plan.



     “Separation from Service” means a separation from service within the meaning of Section
409A(a)(2)(A)(i) of the Code and related guidance and regulations.



     “Social Security Benefit” means the retirement, disability income or death benefits
under any plan or arrangement that is sponsored, mandated or administered by any government and
that provides or would provide



 









 




retirement or disability income to the Participant and to which any
of the Participant’s employers or former employers (whether or not affiliated with Black & Decker)
has made contributions on the Participant’s behalf.




     “Termination Date” means the date on which the Participant’s Credited Service with Black
& Decker terminates.



SECTION 2 — Eligibility




     Any management or highly paid executive employee may be selected for participation in
this Plan by the Committee or any other committee of the Board designated by the Board for such
purpose and will automatically become a Participant on the date designated by that committee. Any
Employee who was still employed by Black & Decker and was a Participant in this Plan immediately
prior to the Effective Date shall continue as a Participant under this Plan without further action
by the Board or any such committee.



SECTION 3 — Retirement Benefit




     (a) Benefit Percentage. Any Participant whose Termination Date occurs at or
after the Participant’s Early Retirement Date or, in the case of a Protected Participant, whose
Termination Date occurs at any time, whether before or after his or her Early Retirement Date, is
entitled to receive under this Plan a monthly benefit for life beginning on the Participant’s
Payment Date that is the Actuarial Equivalent of the monthly benefit that would begin on the first
day of the calendar month after the Participant’s Benefit Determination Date and would continue for
the Participant’s expected life. The amount of the monthly benefit (before the reductions in
Sections 3(b) and 3(c)) is to be equal to:




	 	(A)	 	50% of Final Average Pay, in the case of a Participant (other than a
Protected Participant) who has less than fifteen (15) years of
Credited Service; or
	 
	 	(B)	 	60% of Final Average Pay, in the case of a Participant (other than a
Protected Participant) who has at least fifteen (15) years of Credited
Service; or
	 
	 	(C)	 	60% of Final Average Pay, in the case of a Protected Participant
(regardless of Credited Service).





     (b) Reduction for Early Determination. Notwithstanding anything to the
contrary, the monthly benefit, as determined under Section 3(a), shall be reduced by one-twelfth
(1/12th) of two (2) percentage points of Final Average Pay for each full calendar month by which
the Participant’s Benefit Determination Date precedes the Participant’s Normal Retirement Date.



     (c) Reduction for Less than 10 Years of Service. Notwithstanding anything to
the contrary in this Plan, if a Participant (other than a Protected Participant) has less than ten
(10) years of Credited Service at the Participant’s Benefit Determination Date, the monthly benefit
determined under Section 3(a), as reduced by any reduction required under Section 3(b) and before
any offsets under Section 4, is to be multiplied by a fraction, the numerator of which equals the
Participant’s years of Credited Service (including fractional years) and the denominator of which
equals ten (10) years. This Section 3(c) shall not apply in the case of a Protected Participant.



     (d) Benefit Examples. Examples of the monthly benefit (stated as a
percentage of Final Average Pay), as determined under this Section 3, are set forth in Schedule I
attached to this Plan.



SECTION 4 — Benefit Offsets




     Notwithstanding anything to the contrary, the amount of the Participant’s benefit each month,
as determined under Section 3 as reduced by any reduction required under Sections 3(b) and 3(c) or
the amount of the Participant’s surviving spouse’s monthly benefit under Section 5 is to be further
reduced by the Other Retirement Benefits payable to the Participant or spouse during that month. In the event that the Other
Retirement Benefits for any month exceed the monthly benefit payment for that month under this
Plan, such excess shall be carried over and



 









 




added to the Other Retirement Benefits for subsequent months, until such excess is exhausted. The offsets to the Participant’s or spouse’s benefits under
this Section 4 are not to be increased to reflect any increase in Other Retirement Benefits
attributable to increases in the cost-of-living after the Other Retirement Benefits commence and no
benefit is payable to the Participant or spouse in any month when those Other Retirement Benefits
(including carry-overs from prior months) exceed the monthly benefit amount determined under
Section 3, as reduced under Sections 3(b) and 3(c), or in the spouse’s case, the benefit determined
under Section 5. Notwithstanding anything to the contrary, if the Participant returns to Credited
Service after his or her Payment Date, then the Participant’s benefits under this Plan shall be
recomputed at the Participant’s subsequent Separation from Service and shall be reduced by the
Actuarial Equivalent of any benefits previously paid under this Plan to the Participant and/or his
or her spouse and shall again become payable in accordance with Section 3. The Committee will
decide, in its sole discretion, the manner in which these offsets are to be applied.




SECTION 5 — Death Benefits




     No benefits under this Plan are payable after the Participant’s death except as otherwise
provided in this Section 5.



     (a) Eligibility for Death Benefit. In the case of a Participant (other than a
Protected Participant) who dies before attaining the Early Retirement Date, no benefits under this
Plan are payable after the Participant’s death. In the case of a Participant (other than a
Protected Participant) who dies after attaining the Early Retirement Date, except as otherwise
provided in Section 5(c), the Participant’s surviving spouse, if any, is entitled to receive the
spouse’s death benefit described in Section 5(b). In the case of any Protected Participant who dies
at any time, except as otherwise provided in Section 5(c), the Protected Participant’s surviving
spouse, if any, is entitled to receive the spouse’s death benefit described in Section 5(b). The
Participant’s spouse who is entitled to receive the payment(s) under Section 5(b) shall be the
person, if any, of the opposite sex to whom the Participant is legally married at the Participant’s
death.



     (b) Spouse’s Death Benefit. The spouse’s death benefit under this Section 5(b)
shall be a monthly payment for the spouse’s life beginning on the first day of the calendar month
coincident with or immediately following the date of the Participant’s death (or, in the case of a
Protected Participant only, the date that would have been the Protected Participant’s
55th birthday, if later than his or her date of death). The amount of the
spouse’s monthly payment shall be equal to (i) one-half (50%) of the monthly benefit (determined
under Section 3, but before the offsets under Section 4) that the Participant was receiving or
would have been entitled to receive as of the date of the Participant’s death minus (ii) the
offsets under Section 4.



     (c) Death Benefit under Accelerated Payment Method. In the event a Participant had
validly elected the Accelerated Payment Method and dies before his or her Separation from Service,
the Participant’s spouse, if any, shall receive the Actuarial Equivalent of the spouse’s death
benefit under Section 5(b), payable in five (5) annual installment payments, if the Participant
died before reaching age 65, or in a lump sum payment, if the Participant died on or after his or
her 65th birthday, with the payment(s) beginning on the date the spouse’s death
benefit would have commenced under Section 5(b). If the Participant dies before his or her
Separation from Service and has no surviving spouse, then no benefit shall be payable to anyone
under this Plan with respect to the Participant. If the Participant dies after his or her
Separation from Service but before receiving the lump sum payment or all of the five (5) annual
installment payments as elected under Section 7(c), then that lump sum payment or the remaining
installment payments shall be paid to the Participant’s spouse or, if the Participant has no
surviving spouse, to the Participant’s estate, at the time those payments would have been paid to
the Participant. The Participant’s spouse who is entitled to receive the payment(s) under this
Section 5(c) shall be the person, if any, of the opposite sex to whom the participant is legally
married at the Participant’s death.



 









 





SECTION 6 — Vesting




     (a) General. Except in the case of a Protected Participant, if the Participant’s
Termination Date occurs before the Participant attains the Early Retirement Date, the Participant’s
(and the surviving spouse’s) right to benefits under this Plan shall be completely forfeited. In
the case of a Protected Participant or his or her surviving spouse, all of the Protected
Participant’s right to benefits under this Plan (except the surviving spouse’s right to receive
death benefits under Section 5) shall be completely forfeited if the Protected Participant dies
before his or her Payment Date. Except in the case of a Protected Participant and his or her
surviving spouse, if this Plan is terminated by the Corporation on or after the Participant attains
the Early Retirement Date but before the Participant’s Benefit Determination Date, the Participant
shall be entitled to receive the benefits under this Plan commencing at the Participant’s Payment
Date in the amount the Participant would have received under this Plan based on the Participant’s
Credited Service and Final Average Pay determined at this Plan’s termination date, and the
Participant’s surviving spouse shall be entitled to receive the corresponding death benefit
pursuant to Section 5. If this Plan is terminated or amended after a Change in Control of the
Corporation, each Protected Participant who has not consented in writing to that termination or
amendment shall be entitled to receive the benefits, commencing at his or her Payment Date, that is
not less than the benefits the Protected Participant would have received if the termination or
amendment of this Plan had not occurred and the Protected Participant’s surviving spouse shall be
entitled to receive the corresponding death benefit pursuant to Section 5.



     (b) Forfeiture for Cause. Notwithstanding anything to the contrary, in the
case of a Participant other than a Protected Participant, all of the Participant’s (and surviving
spouse’s) rights and benefits under this Plan shall be forfeited:



     (i) if the Participant’s employment with Black & Decker is terminated by reason of
fraud, misappropriation or intentional material damage to the property or business of Black &
Decker; commission of a felony; or the continuance of a willful and repeated failure by the
Participant to perform his or her duties after written notice to the Participant specifying such
failure; or



     (ii) if, during the period of 24 months beginning on his or her Termination Date,
the Participant, without the Corporation’s written consent, enters into competition with Black &
Decker or uses or discloses confidential information.



     (c) Clawback. If, during the period of 24 months beginning on his or her Termination
Date, the Participant, without the Corporation’s written consent, enters into competition with
Black & Decker or uses or discloses confidential information, the Participant shall immediately
repay to the Corporation the full amount of any payments he or she received under this Plan.



     (d) Competition and Disclosure of Confidential Information. For purposes of
this Section 6, the Participant shall be deemed to be in competition with Black & Decker if the
Participant, directly or indirectly, solicits as a customer any company that is or was a customer
of Black & Decker during the Participant’s employment, or that is or was a potential customer of
Black & Decker with which Black & Decker has made business contacts during the Participant’s
employment; provided, however, that the Participant shall not be deemed to be in competition with
Black & Decker by soliciting a company as a customer of any business that is not in direct or
indirect competition with any of the types of businesses conducted by Black & Decker within any of
the same territories as Black & Decker conducts such businesses. In addition, a Participant will be
deemed to be in competition with Black & Decker if the Participant directly or indirectly becomes
an owner, officer, director, operator, sole proprietor, partner, joint venturer, contractor or
consultant, or participates in or is connected with the ownership, operation, management or control
of any company in direct or indirect competition with any of the types of businesses conducted by
Black & Decker within any of the same territories as Black & Decker conducts such businesses;
provided, however, that the ownership for investment of less than 5 percent (5%) of the outstanding
stock of any of the classes of stock issued by a publicly held company shall not be deemed
competition with Black & Decker for purposes of this Section 6. The Participant shall be deemed to
have disclosed “confidential information” if the Participant uses or fails to preserve as
confidential, communicates, or discloses to any person, orally, in writing or by publication, any
information, regardless of when, where or how acquired relating to or concerning the affairs of
Black & Decker to the actual or potential detriment of Black & Decker; provided, however,
that the foregoing obligations shall not apply to information that is or becomes public through no
fault of the Participant.



 









 





     (e) Committee’s Discretion. The Committee shall have the absolute right to
determine in its sole discretion (i) whether or not a Participant’s employment was terminated as a
result of an act described in Section 6(d), and (ii) whether or not a Participant has entered into
competition with Black & Decker or has disclosed confidential information so as to cause a
forfeiture of the Participant’s benefits hereunder, and the obligation of the Participant to repay
any amounts previously received under this Plan in accordance with Section 6(b).



SECTION 7 — Additional Provisions Concerning Benefits




     (a) Obligation to Inform. The payments under this Plan are conditioned on the
agreement of the Participant and the Participant’s spouse (i) to inform the Committee of all
retirement, disability, Social Security, death benefit and other benefit payments received or
receivable by them that may reduce the Corporation’s obligations to pay benefits under this Plan
and (ii) to provide all information about those payments that the Committee may reasonably request
from time to time in order to administer this Plan.



     (b) Currency and Exchange Rates. The benefit payments under this Plan will
be calculated in U.S. dollars using the appropriate currency exchange rate selected by the
Committee in its sole discretion at the Participant’s Payment Date. The benefits under this Plan
will be paid to the Participant and the Participant’s spouse in any currency designated by the
Participant on or before the Participant’s Payment Date (or, if the Participant dies before
benefits commence, the currency designated by the spouse), based on the appropriate currency
exchange rate (selected by the Committee in its sole discretion) in effect at the Participant’s
Payment Date. Once benefit payments under this Plan have begun, the currency selected by the
Participant (or the Participant’s spouse) and the applicable exchange rate may not be changed
except to the extent that the Committee, in its sole discretion, may approve a change in order to
prevent extreme financial hardship to the Participant or the Participant’s spouse.



     (c) Election of Accelerated Payment Method. Any Participant who has validly
elected the Accelerated Payment Method shall receive his or her benefits under this Plan under the
Accelerated Payment Method described in paragraphs (i) and (ii) of this Section 7(c). A Participant
shall have validly elected the Accelerated Payment Method if either (1) the Participant was
eligible for and validly elected the Accelerated Payment Method on or before December 31, 2006,
pursuant to the terms of this Plan as then in effect, or (2) the Participant was first designated
under Section 2 as eligible to participate in this Plan effective as of July 16, 2009 or as of any
subsequent designated date and elected the Accelerated Payment Method by making a written election
signed by the Participant and received by the Plan Manager of The Black & Decker Pension Plan no
later than the earlier of the Participant’s Separation from Service or the thirtieth
(30th) calendar day immediately following the date the Participant first
becomes eligible to participate in this Plan. Any Participant who made the Accelerated Payment
Method election on or after February 9, 2006, and prior to December 31, 2006 could, as a part of
that election, irrevocably elect to defer his or her Payment Date to any date that is at least six
(6) months and one day after the Participant’s Separation from Service but not more than eighteen
(18) months after his or her Separation from Service. Under all circumstances, any Accelerated
Payment Method election is irrevocable and shall apply to any benefits that become payable to the
Participant and his or her spouse under this Plan.



     (i) If the Participant’s Payment Date occurs before his or her 65th
birthday, the present value of the Participant’s benefits under this Plan (including the spouse’s
benefit) shall be paid to him or her in five (5) equal annual installments that are the Actuarial
Equivalent of the Participant’s benefits under this Plan as of the Benefit Determination Date
(including any benefits for the Participant’s spouse and after being reduced by the Actuarial
Equivalent of all applicable benefit reductions and offsets), which installments shall be payable
on the Participant’s Payment Date and the next four successive anniversaries of the Participant’s
Payment Date, with those installment payments being calculated taking into account interest from
the Benefit Determination Date to the date of the last installment payment at the rate of four and
one-half percent (4.5%).



     (ii) If the Participant’s Payment Date occurs on or after the Participant’s
65th birthday, the present value of the Participant’s benefits under this Plan
(including the spouse’s benefit) shall be paid to him or her at the Payment Date in a lump sum
payment that is the Actuarial Equivalent of the Participant’s benefits under this Plan as
of the Benefit Determination Date (including any benefits for the Participant’s spouse and
after being reduced by the Actuarial Equivalent of all applicable benefit reductions and offsets).



 









 





SECTION 8 — Corporation’s Obligations are Unfunded and Unsecured




     Except as otherwise required by applicable law, the Corporation’s obligations under
this Plan are not required to be funded or secured in any manner; no assets need be placed in trust
or in escrow or otherwise physically or legally segregated for the benefit of any Participant; and
the eventual payment of the benefits described in this Plan to a Participant or the Participant’s
spouse or estate is not required to be secured to the Participant or his or her spouse by the
issuance of any negotiable instrument or other evidence of the Corporation’s indebtedness. Neither
a Participant nor the Participant’s spouse is entitled to any property interest, legal or
equitable, in any specific asset of the Corporation, and, to the extent that any person acquires
any right to receive payments under the provisions of this Plan, that right is intended to be no
greater than or to have any preference or priority over the rights of any other unsecured general
creditor of the Corporation. However, the Corporation reserves the right, in its sole discretion,
to accumulate assets to offset its eventual liabilities under this Plan and physically or legally
to segregate assets for the benefit of any Participant or Participant’s spouse (whether by escrow,
by trust, by the purchase of an annuity contract or by any other method of funding selected by the
Corporation) without liability for any adverse tax consequences resulting to that Participant or
that Participant’s spouse from the Corporation’s action, except as otherwise provided in this
Section with respect to a Protected Participant and his or her spouse. Any such segregation of
assets may be made with respect to the Corporation’s obligations under this Plan for benefits
attributable to an individual Participant, a selected group of Participants or all Participants, as
the Corporation may determine from time to time, in its absolute discretion. Notwithstanding
anything to the contrary, in the case of a Protected Participant (or his or her spouse), if the
Corporation or any of its affiliates or subsidiaries takes or has taken any action (without the
written consent of the Protected Participant or, if the Protected Participant is deceased, his or
her spouse) that causes the Protected Participant or the Protected Participant’s spouse to incur
income or other taxes with respect to any benefit under this Plan before the date that benefit is
payable to the Protected Participant (or his or her spouse), the Corporation shall, within 60 days
after a demand therefor is made by the Protected Participant or his or her spouse, reimburse the
Protected Participant (or his or her spouse) for the full amount of those income or other taxes as
well as for the full amount of the income or other taxes the Protected Participant (or his or her
spouse) will incur with respect to such reimbursement or any subsequent reimbursement hereunder.
Benefits under this Plan shall be payable by the Corporation from the Corporation’s general assets
and no other company shall have any responsibility or liability under this Plan. The Corporation’s
liabilities under this Plan shall, however, be discharged to the extent of any payment received by
the Participant (or the Participant’s surviving spouse) from any other company made for that
purpose and on the Corporation’s behalf or for its benefit.



SECTION 9 — Alienation or Encumbrance




     No payments, benefits or rights under this Plan shall be subject in any manner to
anticipation, sale, transfer, assignment, mortgage, pledge, encumbrance, charge or alienation by a
Participant, the Participant’s spouse or any other person who could or might possibly receive
benefit payments that were due to the Participant or the Participant’s spouse, but were not paid.
If the Corporation determines that any person entitled to payments under this Plan has become
insolvent, bankrupt, or has attempted to anticipate, sell, transfer, assign, mortgage, pledge,
encumber, charge or otherwise in any manner alienate any amount payable to that person under this
Plan or that there is any danger of any levy, attachment, or other court process or encumbrance on
the part of any creditor of that person, against any benefit or other amounts payable to that
person, the Corporation may, in its sole discretion and to the extent permitted by law, at any
time, withhold any or all such payments or benefits and apply the same for the benefit of that
person, in such manner and in such proportion as the Corporation may deem proper.



SECTION 10 — Other Benefits




     The provisions of this Plan relate only to the specific benefits described in this
Plan and are not intended to affect any other benefits to which a Participant may be entitled as a
retiree or former employee of Black & Decker. Except as provided below in this Section 10, nothing
contained in this Plan shall in any manner modify, impair or affect the existing rights or
interests of a Participant under any other benefit plan provided by Black & Decker, and the rights
and interests of a Participant to any benefits or as a participant or beneficiary in or under any
or all such plans shall continue in full force and effect unimpaired, subject nonetheless to the
eligibility requirements and other terms of each such plan. This Section shall not be interpreted as modifying in any way
the effect that the Participant’s termination of employment and retirement has upon the
Participant’s rights under such other plans. The benefits provided under this Plan are not to be
applied as an offset against any other retirement or deferred compensation benefits or payments
that are otherwise to be provided by Black & Decker to the Participant or the



 









 




Participant’s beneficiaries; and those benefits or payments are to be calculated first, ignoring this Plan’s
existence. In no event shall any benefits payable under this Plan be treated as salary or other
compensation to a Participant for the purpose of computing benefits to which the Participant may be
entitled under any other benefit plan of Black & Decker.




SECTION 11 — No Guarantee of Employment




     This Plan shall not be construed as conferring any legal rights upon any Participant for
continuation of employment, nor shall it interfere with the rights of Black & Decker to discharge a
Participant and to treat the Participant without regard to the effect which such treatment might
have upon the Participant under this Plan.



SECTION 12 — Cooperation of Parties




     Each Participant (and surviving spouse) shall perform any and all reasonable acts and execute
any and all reasonable documents and papers that are necessary or desirable for carrying out this
Plan or any of its provisions.



SECTION 13 — Benefit Claims




     (a) Claims Procedure. Any claim by a Participant, a Participant’s spouse or any
person claiming on behalf of the Participant or the Participant’s spouse that benefits under this
Plan have not been paid in accordance with the terms and conditions of this Plan shall be made in
writing and delivered to the Committee at the Corporation’s principal office in the State of
Maryland. The Committee shall notify the claimant if any additional information is needed to
process the claim. All claims shall be approved or denied by the Committee within 90 days of
receipt of the claim by the Committee. If the claim is denied, the Committee shall furnish the
claimant with a written notice containing:




(i) an explanation of the reason for the denial;




(ii) a specific reference to the applicable provisions of this Plan;




(iii) a description of any additional material or information necessary for the
claimant to pursue the claim;




(iv) an explanation of this Plan’s claim review procedure described in this Section 13; and




(v) a statement of the claimant’s right to arbitration under Section 13(b)
following denial of his or her claim.



          Within 90 days of receipt of the notice described above, the claimant shall, if further
review is desired, file a written request for reconsideration with the Committee. A request for
reconsideration must include an explanation of the grounds for the request and the facts supporting
the claim. So long as the claimant’s request for review is pending, including such 90-day period,
the claimant or the claimant’s duly authorized representative may review pertinent documents and
may submit issues and comments in writing to the Committee.




          A final decision shall be made by the Committee within 60 days of the filing of the request
for reconsideration; provided, however, that the Committee, in its discretion, may extend this
period up to an additional 60 days.




          The decision by the Committee shall be conveyed to the claimant in writing and shall include
specific reasons for the decision, with specific references to the applicable provisions of this
Plan on which the decision is based.




     (b) Arbitration. Any dispute or controversy arising in connection with a benefit claim
under this Plan, after the claims procedure in Section 13(a) has been exhausted, shall be settled
exclusively and finally by arbitration to be



 









 




conducted in Towson, Maryland before a neutral
arbitrator with expertise in employment law, including ERISA, in accordance only with the Employee
Benefit Plan Claims Arbitration Rules then in effect of the American Arbitration Association. The
scope of review of the arbitration conducted hereunder shall be limited to whether Black & Decker,
the Board or the Committee was arbitrary and capricious in the exercise of its or their discretion
pursuant to the terms of this Plan. The arbitrator appointed hereunder shall have no authority or
power to grant any remedy or relief not otherwise contained in this Plan and may grant relief
contained in this Plan only if the arbitrator determines that the interpretation or administration
of this Plan was in fact arbitrary and capricious. The arbitrator appointed hereunder shall have no
authority to add to, detract from, or modify any term or condition of this Plan. The arbitrator
shall have no authority to grant any relief or remedy other than as called for by the terms of this
Plan even if such relief or remedy is otherwise available at law or in equity but for the terms and
conditions of this Plan. Judgment may be entered on the arbitrator’s award in a court of competent
jurisdiction in the venue of the arbitration.




     (c) Attorneys’ Fees. The Corporation shall pay to a Protected Participant or a Protected
Participant’s surviving spouse all legal fees and expenses incurred by the Protected Participant or
the Protected Participant’s surviving spouse in making a claim for benefits or otherwise in seeking
to obtain or enforce any right or benefit provided by this Plan.



SECTION 14 — Incapacity




     If a Participant or the Participant’s spouse has become legally incompetent, then the legal
guardian, or other legal representative of such Participant’s or spouse’s estate, shall be entitled
to act for and represent such incompetent Participant or spouse in all matters and to the same
extent as the Participant or spouse could have done but for such incompetency, including but not
limited to the receipt of benefits under this Plan.



SECTION 15 — Administration




     (a) Committee’s Responsibilities. This Plan shall be administered by the
Committee, which shall be responsible for all matters affecting the administration of this Plan
and, in addition to those responsibilities specified elsewhere in this Plan, shall have the
following duties and responsibilities in connection with the administration of this Plan:



     (i) To prepare and enforce such rules, regulations and procedures as shall be
proper for the efficient administration of this Plan, such rules, regulations and procedures to
apply uniformly to all Participants;



     (ii) To determine all questions arising in the administration, interpretation and
application of this Plan, including questions of the status and rights of Participants and any
other persons hereunder;



     (iii) To decide any dispute arising hereunder;



     (iv) To correct defects, supply omissions, and reconcile inconsistencies to the
extent necessary to effectuate this Plan;



     (v) To compute the amount of benefits that shall be payable to any Participant or
spouse in accordance with the provisions of this Plan and to determine the person or persons to
whom such benefits shall be paid;



     (vi) To select the currency conversion or exchange rates to be applied in determining
a Participant’s or spouse’s benefits under this Plan, where foreign currencies are involved;



     (vii) To authorize all payments that shall be made pursuant to the provisions of this
Plan;



     (viii) To make recommendations to the Corporation’s Board of Directors with respect to
proposed amendments to this Plan;



 









 





     (ix) To file all reports with government agencies, employees, and other parties as
may be required by law, whether such reports are initially the obligation of the Corporation or
this Plan; and



     (x) To have all such other powers as may be necessary to discharge its duties
hereunder.



     (b) Plan Interpretation. The Committee shall have the authority to interpret this
Plan in its sole and absolute discretion. The Committee’s interpretation of this Plan and actions
in respect of this Plan shall be binding and conclusive on all persons for all purposes, subject
only to review by an arbitrator in accordance with the provisions and standards set forth in
Section 13(b). It is intended that this Plan comply with Section 409A of the Code and any
regulations or guidance issued thereunder and shall be interpreted accordingly. Notwithstanding the
amendment provisions of Section 16, this Plan may be amended by the Board at any time,
retroactively if required, if found necessary, in the opinion of the Board, to conform this Plan to
the provisions and requirements of Section 409A of the Code. No such amendment shall be considered
prejudicial to any interest of a Participant or his or her spouse. Any provision of this Plan not
in conformance with Section 409A of the Code shall be void.



     (c) Committee’s Liability and Indemnification. Neither the Committee nor any
person acting on its behalf shall be liable to any person for any action taken or omitted in
connection with the interpretation and administration of this Plan unless attributable to gross
negligence or willful misconduct. In addition to such other rights of indemnification they may have
as directors, officers or employees of the Corporation, each member of the Committee shall be
indemnified by the Corporation against the reasonable expenses, including attorneys’ fees, actually
and necessarily incurred in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which such member may be a party by reason of any action
taken or omitted under or in connection with this Plan, and against all amounts paid in settlement
thereof, provided such settlement is approved by independent legal counsel selected by the
Corporation, or paid by such member in satisfaction of a judgment in any such action, suit or
proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such member is liable for gross negligence or willful misconduct in such member’s
duties; provided that within 60 days after the institution of such action, suit or proceeding the
member shall in writing offer the Corporation the opportunity, at its own expense, to handle and
defend the same.



     (d) Self-Dealing. If a Participant is also a member of the Committee, the
Participant may not vote or act upon matters relating specifically to such member’s participation
in this Plan.



SECTION 16 — Amendments and Termination




     The Board reserves the right at any time and from time to time to the extent permissible under
law, to amend or terminate this Plan, prospectively or retroactively, in whole or in part;
provided, however, that no such amendment or termination shall (A) have the effect of accelerating
or permitting the acceleration of any payment under this Plan, except to the extent that such
acceleration would be permitted under Section 409A of the Code, or (B) without the Participant’s
written agreement, reduce or impair (i) the benefits or rights of any Participant (or spouse) whose
Benefit Determination Date occurred before the date the amendment is adopted or this Plan is
terminated, (ii) the vested benefits and rights of any Participant who is then employed by Black &
Decker or (iii) the right of any Protected Participant and/or his or her surviving spouse to
receive benefits under this Plan determined as if that Plan termination or amendment had not
occurred. Any amendment or termination shall be adopted by resolution of the Board.



SECTION 17 — Severability




     If any provision of this Plan shall be held void or unenforceable, the remaining provisions
of this Plan shall remain in full force and effect; provided, however, that in interpreting this
Plan, such void or unenforceable provision shall be replaced with an effective and legally
permissible provision, the effect of which shall be identical to, or as close as reasonably
possible to, the effect of the original provision.






 












 



SECTION 18 — Construction




     Any use of the singular shall include the plural, and vice versa, as may be appropriate.
Titles, captions or paragraph headings contained in this Plan are for purposes of convenience and
reference only, and shall not operate to define or modify the text to which they relate.



SECTION 19 — Choice of Law




     This Plan, and the respective rights and duties of the Corporation and all persons thereunder,
shall in all respect be governed by and construed under the laws of the State of Maryland, except
to the extent, if any, that those laws may have been pre-empted by federal law. This Plan is
intended to be a “pension plan” within the meaning of Section 3(2)(A) of ERISA, which is exempt
from Parts 2, 3 and 4 of ERISA by virtue of Sections 201(2), 301(a)(3) and 401(a)(1) thereof,
respectively, and is not designed to meet the requirements of Section 401(a) of the Code.



SECTION 20 — Parties to be Bound




     The provisions of this Plan shall be binding upon, and shall inure to the benefit of the
Corporation, its successors and assigns, and each Participant and the Participant’s spouse and
estate.



Originally adopted January 30, 1984

Amendment and Restatement adopted February 18, 1993

Amendment and Restatement adopted July 20, 1995

Amendment and Restatement adopted February 14, 1996

Amendment and Restatement adopted October 15, 1998

Amendment and Restatement adopted February 11, 1999

Amendment and Restatement adopted April 27, 2004

Amendment and Restatement adopted October 14, 2005

Amendment and Restatement adopted February 9, 2006

Amendment and Restatement adopted October 16, 2008

Amendment and Restatement adopted July 16, 2009




THE BLACK & DECKER SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




SCHEDULE I — EXAMPLES OF MONTHLY BENEFIT AMOUNTS*

STATED AS A PERCENTAGE OF FINAL AVERAGE PAY



PARTICIPANTS (OTHER THAN PROTECTED PARTICIPANTS)



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	BENEFIT DETERMINATION DATE**
	YEARS OF	 	 	 	 	 	 	 	 	 	 	 	AGE 60
	CREDITED	 	 	 	 	 	 	 	 	 	 	 	OR
	SERVICE	 	AGE 55	 	AGE 56	 	AGE 57	 	AGE 58	 	AGE 59	 	MORE
	 
	Less than 5
	 	0%	 	0%	 	0%	 	0%	 	0%	 	0%
	5
	 	20%	 	21%	 	22%	 	23%	 	24%	 	25%
	6
	 	24%	 	25.2%	 	26.4%	 	27.6%	 	28.8%	 	30%
	7
	 	28%	 	29.4%	 	30.8%	 	32.2%	 	33.6%	 	35%
	8
	 	32%	 	33.6%	 	35.2%	 	36.8%	 	38.4%	 	40%
	9
	 	36%	 	37.8%	 	39.6%	 	41.4%	 	43.2%	 	45%
	10
	 	40%	 	42%	 	44%	 	46%	 	48%	 	50%
	11
	 	40%	 	42%	 	44%	 	46%	 	48%	 	50%
	12
	 	40%	 	42%	 	44%	 	46%	 	48%	 	50%
	13
	 	40%	 	42%	 	44%	 	46%	 	48%	 	50%
	14
	 	40%	 	42%	 	44%	 	46%	 	48%	 	50%
	15 or more
	 	50%	 	52%	 	54%	 	56%	 	58%	 	60%
	 





 









 






PROTECTED PARTICIPANTS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	BENEFIT DETERMINATION DATE**
	YEARS OF	 	 	 	 	 	 	 	 	 	 	 	AGE 60
	CREDITED	 	 	 	 	 	 	 	 	 	 	 	OR
	SERVICE	 	AGE 55	 	AGE 56	 	AGE 57	 	AGE 58	 	AGE 59	 	MORE
	 
	1
	 	50%	 	52%	 	54%	 	56%	 	58%	 	60%
	2
	 	50%	 	52%	 	54%	 	56%	 	58%	 	60%
	3
	 	50%	 	52%	 	54%	 	56%	 	58%	 	60%
	4
	 	50%	 	52%	 	54%	 	56%	 	58%	 	60%
	5
	 	50%	 	52%	 	54%	 	56%	 	58%	 	60%
	6
	 	50%	 	52%	 	54%	 	56%	 	58%	 	60%
	7
	 	50%	 	52%	 	54%	 	56%	 	58%	 	60%
	8
	 	50%	 	52%	 	54%	 	56%	 	58%	 	60%
	9
	 	50%	 	52%	 	54%	 	56%	 	58%	 	60%
	10
	 	50%	 	52%	 	54%	 	56%	 	58%	 	60%
	11
	 	50%	 	52%	 	54%	 	56%	 	58%	 	60%
	12
	 	50%	 	52%	 	54%	 	56%	 	58%	 	60%
	13
	 	50%	 	52%	 	54%	 	56%	 	58%	 	60%
	14
	 	50%	 	52%	 	54%	 	56%	 	58%	 	60%
	15 or more
	 	50%	 	52%	 	54%	 	56%	 	58%	 	60%
	 







 




			
	*	 	Calculated before application of benefit offsets under Section 4, but after application of the
early retirement reduction (for all Participants) and the reduction for less than 10 years of
Credited Service (for Participants other than Protected Participants), in Sections 3(b) and 3(c),
respectively.
	 
	**	 	The examples assume that the Participant’s Normal Retirement Date is age 60.