exv10wviwc






Exhibit 10(vi)(c)




			
	 	 	 
	
	 	2009 Long-Term Incentive Plan






Stock
Option Grant Certificate




Subject to the terms and conditions set forth in this Certificate,



<NAME> has been awarded an Option to purchase <NUMBER> Shares as follows:



     Grant Date: <DATE>



     Expiration Date: <DATE2>



     Purchase Price Per Share: <AMOUNT>



     Vests: as set forth in your UBS OneSource account for this Option grant




Stanley
Black & Decker, Inc.



As a member of the Stanley Black & Decker team, your skills and contributions are vital to our
Company’s and its Shareholders continued success. This award of stock options provides you with
the opportunity to earn significant financial rewards for your efforts and contributions to making
Stanley Black & Decker the most successful company it can be.




On behalf of the Board of Directors, Congratulations.




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	John F. Lundgren 	 
	 	Chief Executive Officer

Stanley Black & Decker, Inc. 	 
	 




 









 





NON-QUALIFIED STOCK OPTION TERMS



This certifies that Stanley Black & Decker, Inc. (the “Company”) has on the Grant Date granted
to the Grantee named in this Certificate the option (the “Option”) to purchase, on or before the
Expiration Date at the Purchase Price per Share, the Option Shares, which shall be shares of the
Common Stock of Stanley Black & Decker, Inc., par value $2.50 per share (the “Common Stock”) all as
set forth in this certificate. The Option is granted subject to the following terms and conditions
and the terms and conditions of the Company’s 2009 Long Term Incentive Plan, as amended from time
to time (the “Plan”).



1. Vesting and Exercisability. The Option will become vested and exercisable on the date (or
dates) and in the amounts specified in the Participant’s UBS OneSource (or subsequent record
keeper’s) account for this Option grant, provided the Grantee continues in employment with the
Company or an Affiliate until the applicable vesting date. In addition, 100% of the Option will
become vested in the event of the Grantee’s termination of employment due to Retirement, Disability
or death. Once vested, the vested portion of the Option may be exercised, from time to time, from
the applicable vesting date until the earlier of (i) the Expiration Date set forth in this
certificate or (ii) the applicable date described below in paragraph 6 regarding termination of
employment. Stock may be purchased hereunder only to the extent that this Option has become
vested. If, prior to the vesting date for any portion of the Option, the Grantee’s employment with
the Company and its Affiliates terminates for any reason other than Retirement, Disability or
death, the unvested portion of the Option will be forfeited.



2. Process of Exercise. The vested portion of the Option may be exercised, in whole or in part, by
written notification to the Company’s Treasurer at the Company’s executive offices in New Britain,
Connecticut, or by any other procedure established by the Company from time to time. Such
notification shall (i) specify the number of shares with respect to which the Option is being
exercised, and (ii) be accompanied by payment for such shares. Such notification shall be
effective upon its receipt by the Treasurer or any other party designated by the Treasurer on or
before the Expiration Date. The Option may not be exercised with respect to a fractional share or
with respect to the lesser of 100 shares or the balance of the shares then covered by the Option.
In the event the Expiration Date falls on a day which is not a regular business day at the
Company’s executive offices in New Britain, Connecticut, then such written notification must be
received at such office on or before the last regular business day prior to the Expiration Date.
Payment is to be made by check payable to the order of Stanley Black & Decker, Inc. or by one of
the alternative methods of payment described in the Plan and acceptable to the Company’s
Compensation and Organization Committee (the “Committee”). No shares shall be issued on exercise
of the Option until full payment for such shares has been made and all checks delivered in payment
therefor have been collected. The Grantee shall not have any rights of a shareholder upon exercise
of the Option, including but not limited to, the right to vote or to receive dividends, until stock
certificates have been issued to the Grantee.



3. Tax Withholding; etc. The Company shall not be required to issue any certificate or
certificates for shares purchased upon the exercise of any part of the Option prior to (i) the
admission of such shares to listing on any stock exchange on which the stock may then be listed,
(ii) the completion of any registration or other qualification of such shares under any state or
federal law or rulings or regulations of any governmental regulatory body, (iii) the obtaining of
any consent or approval or other clearance from any governmental agency which the Company shall, in
its sole discretion, determine to be necessary or advisable, and (iv) the payment to the Company,
upon its demand, of any amount requested by the Company for withholding federal, state or local
income or earnings taxes or any other applicable tax or assessment (plus interest or penalties
thereon, if any, caused by a delay in making such payment) incurred by reason of the exercise of
the Option or the transfer of such shares. The Option shall be exercised and shares issued only
upon compliance with the Securities Act of 1933, as amended (the “Act”), and any other applicable
securities laws, and the Grantee shall comply with any requirements imposed by the





 









 







Committee under such laws. If the Grantee qualifies as an “affiliate” (as that term is defined in
Rule 144 (“Rule 144”) promulgated under the Act), upon demand by the Company, the Grantee (or any
person acting on his or her behalf) shall deliver to the Treasurer at the time of any exercise of
the Option a written representation that upon exercising the Option he or she will acquire shares
pursuant to the Plan for his or her own account, that he or she is not taking the shares with a
view to distribution and that he or she will dispose of the shares only in compliance with Rule
144.



4. Transferability. Except as otherwise provided in the Plan, the Option is not transferable by
the Grantee otherwise than (i) by will or by the laws of descent and distribution, (ii) pursuant to
a qualified domestic relations order, as defined in the Internal Revenue Code of 1986, as amended
(the “Code”), or (iii) following the Grantee’s Retirement, in whole or in part and without payment
of consideration, to (a) the Grantee’s spouse, children and grandchildren (an “Immediate Family
Member”) or Immediate Family Members, (b) a trust or trusts for the exclusive benefit of Immediate
Family Member(s), or (c) a partnership or partnerships in which Immediate Family Member(s) are the
only Partner(s). More particularly (but without limiting the generality of the foregoing), the
Option may not be assigned, transferred (except as provided above), pledged or hypothecated in any
way, shall not be assignable by operation of law and shall not be subject to execution, attachment
or similar process. The Company reserves the right to charge administrative fees in respect of
such transfers.



5. No Right to Employment. The Option does not confer upon the Grantee any right with respect to
continuation of employment with the Company or any Affiliate, and will not interfere in any way
with the right of the Company or any Affiliate to terminate the Grantee’s employment.



6. Termination of Employment. Notwithstanding any other provisions:



If the Grantee’s employment with the Company and its Affiliates terminates for any reason other
than Retirement, Disability or death, the Grantee may exercise the portion of the Option that has
become vested as of the Grantee’s termination date until the earlier of (i) the Expiration Date set
forth in this certificate or (ii) the last day of the two (2) month period following such
termination date. If the Grantee’s employment terminates due to Retirement, Disability or death,
the Option will become immediately vested in full and the Grantee (or, following the Grantee’s
death, the person designated in the Grantee’s last will and testament or if no person is
designated, the Grantee’s estate) may exercise the Option until the Expiration Date set forth in
this certificate.



Leaves of absence for such periods and purposes conforming to the personnel policy of the Company
as may be approved by the Committee shall not be deemed terminations or interruptions of
employment.



In the event the Option is exercised by the executors, administrators, legatees or distributees of
the estate of the Grantee, the Company shall be under no obligation to issue shares unless the
Company is satisfied that the person or persons exercising the Option are the duly appointed legal
representatives of the Grantee’s estate or the proper legatees or distributees thereof.



7. Adjustments. In the event of a merger, consolidation, reorganization, recapitalization, stock
dividend, stock split or other changes in corporate structure or capitalization affecting the
Common Stock, the number of shares remaining to be exercised under the Option and the Purchase
Price shall be appropriately adjusted by the Committee in accordance with the terms and provisions
of the Plan. If, as a result of any adjustment under this paragraph, the Grantee becomes entitled
to a fractional share, he or she shall have the right to purchase only the adjusted number of full
shares and no payment or other adjustment will be made with respect to the fractional share so
disregarded.






 









 







8. Miscellaneous. All decisions or interpretations of the Committee with respect to any question
arising under the Plan or under the Option shall be binding, conclusive and final. The waiver by
the Company of any provision of the Option shall not operate as or be construed to be a subsequent
waiver of the same provision or a waiver of any other provision of the Option. The Option shall be
irrevocable during the Option period and its validity and construction shall be governed by the
laws of the State of Connecticut. The terms and conditions set forth in the Option are subject in
all respects to the terms and conditions of the Plan, which shall be controlling. Grantee agrees
to execute such other agreements, documents, or assignments as may be necessary or desirable to
effect the purposes of this the Option.



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



10. Capitalized Terms. The term “Retirement” means the Grantee’s termination of employment at or
after attaining the age of 55 and completing 10 years of service. The term “Disability” has the
meaning provided in Section 22(e)(3) of the Code, or any successor provision. All other
capitalized terms used in this Certificate which are not defined herein or on the front of this
certificate shall have the meanings given them in the Plan unless the context clearly requires
otherwise.