exv10wxiiwb





Exhibit
10(xii)(b)



Restricted Stock Unit Award Agreement




     This Restricted Stock Unit Award Agreement (this Agreement) is made effective as of                     ,
___ between The Black & Decker Corporation (the Corporation) and the undersigned participant (the
Participant) in The Black & Decker 2008 Restricted Stock Plan (the Plan). Terms used in this
Agreement that are defined in the Plan have the meanings assigned to them in the Plan.



     1. The
Participant has been granted an Award of                      Restricted Stock
Units (RSU’s) by the Committee.



     2. The RSU’s granted pursuant to this Award do not and shall not entitle the
Participant to any rights as a holder of Common Stock; provided, however, that, as long as the
Participant holds RSU’s granted pursuant to this Award, the Corporation shall pay to the
Participant, on each date that the Corporation pays a cash dividend to the holders of Common Stock,
a cash payment equal to the dividends otherwise payable on the Common Stock represented by the
Participant’s RSU’s. The rights of the Participant with respect to the RSU’s shall remain
forfeitable at all times prior to the date on which such rights become vested in accordance with
the terms of this Agreement.



     3. The RSU’s are not transferable by the Participant. Notwithstanding the
foregoing, the Participant may, in the manner established by the Committee, designate a beneficiary
or beneficiaries to exercise the rights of the Participant and receive any property distributable
with respect to the RSU’s upon the death of the Participant.



     4. The RSU’s will be forfeited (a) if the Committee determines that the Participant
has engaged in any conduct or act injurious, detrimental, or prejudicial to any interest of the
Corporation or any of its Subsidiaries or (b) except as set forth in paragraph 5 of this Agreement,
automatically on the date the Participant ceases to be a full-time or part-time employee of the
Corporation or any of its Subsidiaries.



     5. Unless previously forfeited under paragraph 4 of this Agreement, the RSU’s shall
become fully vested and no longer subject to forfeiture upon (a) a Change in Control of the
Corporation, (b) the death of the Participant while a full-time or part-time employee of the
Corporation, (c) termination of the Participant’s employment by the Corporation or any of its
Subsidiaries due to permanent physical or mental disability of the Participant, or (d) the
completion, after the date of this Agreement, of______
 years of full-time or part-time employment by
the Corporation or any of its Subsidiaries. For purposes of this Agreement, part-time employment
shall mean regularly working 20 hours or more per week. Notwithstanding the foregoing, upon
separation from service due to the Participant’s retirement at or after age 60 and prior to                     
years of full-time or part-time employment after the date of this Agreement, the RSU’s will become
vested in an amount determined by multiplying the number of units in the Award by a fraction the
numerator of which is the number of days of full-time or part-time employment completed after the
date of this Agreement and the denominator of which is                     , and a corresponding number of shares
of Common Stock will be issued to the Participant on the date that is six months and one day
following the Participant’s separation from service.



     6. The Participant acknowledges receiving a copy of the Plan, the terms of which are
incorporated into this Agreement. Inconsistencies between this Agreement and the Plan will be
resolved according to the terms of the Plan. The Participant accepts the grant of the RSU’s
subject to all the terms and provisions of the Plan.



     7. No shares of Common Stock shall be issued to the Participant prior to the date on
which the RSU’s vest in accordance with this Agreement. Neither this paragraph 7 nor any action
taken pursuant to or in accordance with this Agreement shall be construed to create a trust of any
kind. After any RSU’s vest in accordance with the terms of this Agreement (other than upon the
Participant’s separation from service due to retirement), the Corporation shall promptly cause to
be issued to the Participant shares of Common Stock equivalent to the number of vested RSU’s in
payment of such vested RSU’s.



     8. By signing below, the Participant voluntarily acknowledges and consents to the
collection, use, processing and transfer of personal data as described in this paragraph. The
Participant is not obliged to consent to such collection, use, processing and transfer of personal
data. Failure to provide the consent may, however, affect the Participant’s ability to participate
in the Plan. The Corporation holds certain personal information about the



 









 




Participant, including the Participant’s name, home address and telephone number, date of
birth, social security number or other employee identification number, salary, nationality, job
title, any shares of stock or directorships held in the Corporation or any of its Subsidiaries and
details of all benefits to which the Participant is entitled under the Plan for the purpose of
managing and administering the Plan (Data). The Corporation and its Subsidiaries will transfer Data
amongst themselves as necessary for the purpose of implementation, administration and management of
the Plan, and the Corporation and any of its Subsidiaries may each further transfer Data to any
third parties assisting the Corporation in the implementation, administration and management of the
Plan. These recipients may be located in the European Union or elsewhere throughout the world, such
as the United States. The Participant authorizes them to receive, possess, use, retain and transfer
the Data, in electronic or other form, for the purposes of implementing, administering and managing
the Plan, including any requisite transfer of such Data as may be required for the administration
of the Plan. The Participant may, at any time, review Data, require any necessary amendments to it
or withdraw the consent herein in writing by contacting the Corporation; however, withdrawing such
consent may affect the Participant’s ability to participate in the Plan.




     9. This Award does not confer on Participant any right with respect to the
continuance of any relationship with the Corporation or any of its Subsidiaries, nor will it
interfere in any way with the right of the Corporation or its Subsidiaries to terminate such
relationship at any time.



	 	 	 	 	 	 	 	 	 	 	 

	 	 	The Black & Decker Corporation
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	(Participant’s signature)
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Participant: