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 STANLEY BLACKStanley Black & DECKER, INC.Decker, Inc. 
 (Name of Registrant as Specified In Its Charter) 
 
     
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March 11, 2011

2014

Dear Fellow Shareholder:

    You are cordially invited to attend the Annual Meeting of Shareholders of Stanley Black & Decker, Inc. (“Stanley Black & Decker” or the “Company”) to be held at 9:30 a.m. on April 19, 2011,15, 2014, at Stanley Black & Decker University, 1000 Stanley Drive, New Britain, Connecticut 06053 (see directions on page 53 hereof)back cover).

    This bookbooklet includes the Notice of Annual Meeting of Shareholders and the Proxy Statement and the Company’s Annual Report.Statement. The Proxy Statement describes the business to be conducted at the Annual Meeting and provides other important information about the Company that you should be aware of when you vote your shares. The Annual Report includes Management’s Letter to Shareholders discussing the business of the Company, annual financial statements and certain other information regarding the Company.

    The Board appreciates and encourages your participation. Whether or not you plan to attend the meeting, it is important that your shares be represented.PLEASE COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED OR REGISTER YOUR VOTE BY TELEPHONE OR ON THE INTERNET AT YOUR EARLIEST CONVENIENCE.

Very truly yours,
 

John F. Lundgren
Chairman and Chief Executive Officer



2014 Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Annual Meeting of Shareholders

Time and Date:9:30 a.m., April 15, 2014
          Nolan D. Archibald
Executive ChairmanPlace:Stanley Black & Decker University
1000 Stanley Drive
New Britain, Connecticut 06053
  
Record Date:February 24, 2014
 John F. Lundgren
PresidentVoting:Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and Chief Executive Officerone vote for each of the proposals to be voted on.

Meeting Agenda

Voting Matters and Vote Recommendation

               Page Reference
Proposal No.MatterBoard Vote Recommendation(for more detail)
1Election of DirectorsFOR EACH NOMINEE1
2 Approve Ernst & Young LLP as the Registered Independent 
 Public Accounting Firm for Fiscal 2014FOR 46
3Approve Compensation of Named Executive Officers on an
Advisory BasisFOR47

Board Nominees

The following table provides summary information about each director nominee. (Please see “Item 1—Election of Directors” for more information). Each director is elected by a plurality of the votes cast. However, if a director nominee in an uncontested election receives more votes “against” than “for” election, the term of that director will end on the earlier of (1) 90 days or (2) the date the Board selects a successor; provided that the Board (excluding such nominee) will have the right to select any qualified individual to fill the vacancy (including, subject to the Board’s fiduciary duties to the Company, such nominee) (please see “Voting Information, Vote required for approval” for more information). Each director nominee is a current director and attended at least 75% of the aggregate of all meetings of the Board and each committee on which he or she sits that were held during the director nominee’s tenure.

(i)


DirectorCommittee Memberships
Name     Age     Since     Occupation     Independent     E     A     CG     FP     CO
George W. Buckley672010Retired Executive Chairman ofXXX
3M Company 
Patrick D. Campbell612008Retired Senior Vice PresidentXXXX
and Chief Financial Officer,
3M Company
Carlos M. Cardoso562007Chairman of the Board,XXX
President and Chief Executive
Officer of Kennametal, Inc.
Robert B. Coutts642007Retired Executive ViceXXCX
President, Electronic Systems
Lockheed Martin
Debra A. Crew432013President, PepsiCo AmericasXXX
Beverages
Benjamin H. Griswold, IV732010Chairman, Brown AdvisoryXXXC
Anthony Luiso702010Retired President-CampofrioXXCX
Spain, Campofrio Alimentacion,
S.A. 
John F. Lundgren622004Chairman and Chief ExecutiveC
Officer of Stanley Black &
Decker, Inc.
Marianne M. Parrs692008Retired Executive ViceXXX
   President and Chief Financial   
 Officer of International 
Paper Company
Robert L. Ryan 702010Retired Senior Vice PresidentXX XC
and Chief Financial Officer,  
Medtronic, Inc. 
____________________

EExecutive Committee
AAudit Committee
CGCorporate Governance Committee
FPFinance and Pension Committee
COCompensation and Organization Committee
CChair

Corporate Governance Highlights

In 2013 an overwhelming majority of the Company’s shareholders, (92.9%), voted “for” the compensation of our named executive officers in connection with the “Say on Pay” vote. As part of the Board’s ongoing review of the Company’s corporate governance and compensation practices, the Board considered the results of last year’s Say on Pay vote, examined current views on corporate governance best practices and determined that our executive compensation programs are structured to reward pay for performance.

Auditors

We ask that the shareholders approve the selection of Ernst & Young LLP as our registered independent public accounting firm for fiscal year 2014. Please see “Item 2—Approval of Registered Independent Public Accounting Firm” for more information, including the amount of fees for services provided in 2012 and 2013.

(ii)


Executive Compensation Advisory Vote

The Board recommends shareholders vote to approve, on an advisory basis, the compensation paid to the Company’s named executive officers as described in this Proxy Statement for the reasons discussed in this Proxy Statement, including:

Please see “Item 3—Advisory Vote to Approve Compensation of Named Executive Officers” for more information.

2015 Annual Meeting

Please see “Shareholder Proposals for the 2015 Annual Meeting” for more information.

(iii)


STANLEY BLACK & DECKER, INC.
1000 Stanley Drive
New Britain, Connecticut 06053
Telephone: 860-225-5111

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

March 11, 2011

2014

To the Shareholders:

    The Annual Meeting of Shareholders of Stanley Black & Decker, Inc. will be held at Stanley Black & Decker University, 1000 Stanley Drive, New Britain, Connecticut 06053 on April 19, 2011,15, 2014, at 9:30 a.m. for the following purposes:

(1)To elect five directors to the Board of Directors of Stanley Black & Decker, Inc.;
     
(2)To approve the selection of Ernst & Young LLP as the Company’s registered independent auditorspublic accounting firm for the 20112014 fiscal year;
 
(3)To approve, on an advisory basis, the compensation of the Company’s named executive officers; and
 
(4)To recommend, on an advisory basis, the frequency with which the Company should conduct future shareholder advisory votes on named executive officer compensation;
(5)To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

    Shareholders of record at the close of business on February 25, 201124, 2014 are entitled to vote at the meeting and any adjournment or postponement thereof.

    Important Notice Regarding the Availability of Proxy Materials for the ShareholderShareholders Meeting to Be Held on April 19, 2011:15, 2014: This Proxy Statement, together with the Form of Proxy and our Annual Report, are available free of charge by clicking on “SEC Filings” under the Investor section of the Company’s website (www.stanleyblackanddecker.com).

 
Bruce H. Beatt
Secretary


STANLEY BLACK & DECKER, INC.
1000 Stanley Drive
New Britain, Connecticut 06053
Telephone: 860-225-5111

PROXY STATEMENT FOR THE APRIL 19, 201115, 2014 ANNUAL MEETING OF SHAREHOLDERS

GENERAL INFORMATION

    This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of Stanley Black & Decker, Inc. (the “Company”), a Connecticut corporation, to be voted at the 20112014 Annual Meeting of Shareholders, and any adjournment or postponement thereof (the “Annual Meeting”), to be held on the date, at the time and place, and for the purposes set forth in the foregoing Notice. No business may be transacted at the Annual Meeting other than the business specified in the Notice of the Annual Meeting, business properly brought before the Annual Meeting at the direction of the Board of Directors, and business properly brought before the Annual Meeting by a shareholder who has given notice to the Company’s Secretary that was received after December 27, 2010November 15, 2013 and before January 26, 2011.December 15, 2013. The Company did not receive any such notice. Management does not know of any matters to be presented at the Annual Meeting other than the matters described in this Proxy Statement. If, however, other business is properly presented at the Annual Meeting, the proxy holders named in the accompanying proxy will vote the proxy in accordance with their best judgment.

     On March 12, 2010, a wholly owned subsidiary of The Stanley Works was merged with and into The Black & Decker Corporation, with the result that The Black & Decker Corporation became a wholly owned subsidiary of The Stanley Works (the “Merger”). In connection with the Merger, The Stanley Works changed its name to Stanley Black & Decker, Inc. Throughout this Proxy Statement, references to the “Company” refer to Stanley Black & Decker, Inc., formerly known as The Stanley Works. The Black & Decker Corporation continues to exist as a wholly owned subsidiary of the Company; references to “Black & Decker” in this Proxy Statement refer to The Black & Decker Corporation as it existed prior to completion of the transaction.

    This Proxy Statement, the accompanying Notice of the Annual Meeting and the enclosed proxy card are first being mailed to shareholders on or about March 11, 2011.2014.

ITEM 1—ELECTION OF DIRECTORS

    At the 20112014 Annual Meeting, the shareholders will be asked to elect five directorsall of the nominees set forth below to the Board of Directors. The nominations to the Board of Directors are set forth below. ThoseEach director, if elected, as directors will serve until the 2015 Annual Meeting of Shareholders indicated and until the particular director’s successor has been elected and qualified.

    The Board of Directors unanimously recommends a vote FOR the nominees. If for any reason any nominee should not be a candidate for election at the time of the meeting, the proxies may be voted, at the discretion of those named as proxies, for a substitute nominee.



Information Concerning Nominees for Election as Directors

     Information Concerning Nominees for Election as Directors
      

GEORGE W. BUCKLEY, retired, Executive Chairman of 3M Company, has been a director of the Company since March 2010.

Mr. Buckley served as Chairman, President and Chief Executive Officer of 3M Company was elected a director of Black & Decker in 2006 and was appointed to the Company’s Board of Directors on March 12, 2010, when the Merger was completed.

from December 2005 until May 8, 2012. From 1993 to 1997, Mr. Buckley served as the chief technology officer for the Motors, Drives, and Appliance Component Division of Emerson Electric Company. Later, he served as President of its U.S. Electric Motors Division. In 1997, he joined the Brunswick Corporation as a Vice President, became Senior Vice President in 1999, and became Executive Vice President in 2000. Mr. Buckley was elected President and Chief Operating Officer of Brunswick in April 2000 and Chairman and Chief Executive Officer in June 2000. In December 2005,As noted above, he was elected Chairman, President and Chief Executive Officer of 3M Company.Company in December 2005. Mr. Buckley also serves as Chairman of Smiths Group plc, a director of 3M CompanyHitachi Ltd and Archer-Daniels-Midland CompanyPepsiCo Inc. and withinalso as Chairman of Arle Capital Partners and Chairman of Expro International. Within the past five years Mr. Buckley has served on the boards of 3M Company, Ingersoll-Rand plc and Tyco Corporation.

Mr. Buckley, who is 63,67, is a member of the Audit Committee and of the Compensation and Organization Committee.


1

As the former Chairman, President and Chief Executive Officer of 3M Company, Mr. Buckley provides the Board with the expertise and knowledge of managing a large, multi-national corporation. This knowledge, combined with his prior experience as the Chief Executive Officer of Brunswick Corporation, provides a valuable resource to the Board and management.

If elected, Mr. Buckley’s term will expire at the 2014 Annual Meeting.

  

PATRICK D. CAMPBELL, retired, Senior Vice President and Chief Financial Officer of 3M Company, was elected Lead Independent Director of the Company in February 2013 and has been a director of the Company since October 2008.

Mr. Campbell served as Senior Vice President and Chief Financial Officer of 3M Company from 2002 to 2011. Prior to his tenure with 3M, Mr. Campbell had been Vice President of International and Europe for General Motors Corporation where he served in various finance related positions during his 25 year career with that company.

Mr. Campbell is 61 years old and is a member of the Audit Committee, the Finance and Pension Committee and of the Executive Committee.

As the former Senior Vice President and Chief Financial Officer of 3M Company, Mr. Campbell has expert knowledge in finance. Before he joined 3M Company, Mr. Campbell worked at General Motors in various capacities, including the role of Chief Financial Officer and Vice President of General Motors International Operations, based in Switzerland, for five years. This experience gives Mr. Campbell a perspective that he is able to use to help the Board understand the issues management confronts on a daily basis and to serve as a resource for management.

 

CARLOS M. CARDOSO, Chairman of the Board, President and Chief Executive Officer of Kennametal, Inc., has been a director of the Company since October 2007.

Mr. Cardoso joined Kennametal in 2003 and served as Vice President and Chief Operating Officer prior to assuming his current position in 2005. Prior to his tenure with Kennametal, Mr. Cardoso was President of the Pump Division of Flowserve Corporation from 2001 to 2003.

Mr. Cardoso also serves as a director of Hubbell Incorporated.

Mr. Cardoso is 5356 years old and is a member of the Corporate Governance Committee and of the Compensation and Organization Committee.

As the Chairman of the Board, President and Chief Executive Officer of Kennametal, Inc., Mr. Cardoso faces the challenge of managing a complex company on a daily basis. This experience, combined with the skills Mr. Cardoso has acquired in his leadership roles at Kennametal, Inc. and Flowserve Corporation, make him a valuable resource for the Board and management.

If elected, Mr. Cardoso’s term will expire at the 2014 Annual Meeting.




      

ROBERT B. COUTTS, retired, Executive Vice President, Electronic Systems of Lockheed Martin, has been a director of the Company since July 2007.

Mr. Coutts served as Executive Vice President, Electronic Systems of Lockheed Martin from 1998 through 2008. Prior to his tenure with Lockheed Martin, Mr. Coutts held senior management positions over a 20-year period with the General Electric Company. In addition, he is a director of Hovnanian Enterprises, Inc. and of Pall Corporation.

Mr. Coutts is 6064 years old and is Chair of the Corporate Governance Committee and a member of the Finance and Pension Committee and of the Executive Committee.

Mr. Coutts’ long experience in senior management of Lockheed Martin and General Electric Company has led him to develop expertise in manufacturing, supply chain management, and government contracting that is of value to the Board as the Company seeks to expand its sales to the U.S. government and continuecontinues to improve its global manufacturing operations and sourcing.

If elected, Mr. Coutts’ term will expire at the 2014 Annual Meeting.

  
MANUEL

DEBRA A. FERNANDEZ, Chairman Emeritus, Gartner, Inc., was electedCREW, President, PepsiCo Americas Beverages, has been a director of Black & Decker in 1999 and was appointed to the Company’s Board of Directors on March 12, 2010, when the Merger was completed.

Mr. Fernandez held various positions with ITT, Harris Corporation, and Fairchild Semiconductor Corporation before becoming President and Chief Executive Officer of Zilog Incorporated in 1979. In 1982, he founded Gavilan Computer Corporation andCompany since December 2013.

Ms. Crew served as President, Western European Region of PepsiCo from April 2010 through August 2012. Prior to her tenure with PepsiCo, Ms. Crew had been the General Manager and Chief ExecutiveMarketing Officer, Petcare US at Mars, Inc. from 2008 to 2010; Senior Vice President-Marketing, Frozen Snacks at Dreyer’s Grand Ice Cream (a division of Nestle S.A.) where she held a series of management roles from 2004 to 2008; and in 1984, became PresidentCategory Business Director, Foodservice Division at Kraft Foods where she held a series of management positions from 1997 to 2004.

Ms. Crew is 43 years old and Chief Executive Officer of Dataquest, Inc., an information technology service company. From 1991, he served as President, Chairman of the Board, and Chief Executive Officer of Gartner, Inc., and was elected Chairman Emeritus in 2001. Since 1998, he also has been the Managing Director of SI Ventures, a venture capital firm. Mr. Fernandez also serves as Non-executive Chairman of SYSCO Corporation, as Lead Director of Brunswick Corporation, and as a director of Flowers Foods, Inc.

Mr. Fernandez, who is 64, is a member of the Corporate Governance Committee and of the Finance and Pension Committee.

2

Mr. Fernandez provides

Ms. Crew brings to the Board and management broad expertise and insight into finance, management, and technology issuesan impressive record of success with leading global consumer products companies, as well as a resultbroad range of his prior experience in marketing, operations and strategy. Ms. Crew’s global perspective combined with proven commercial capabilities and exposure to world-class innovation planning processes provides tremendous value to the Board as the Chief Executive Officer of Gartner, Inc. and his current role as a managing director of SI Ventures. Mr. Fernandez also has acquired particular knowledge of corporate governance issues as the most recent Chairman of the Corporate Governance Committee of Black & Decker and a member of the Corporate Governance/ Nominating Committee of Flowers Foods, Inc.

If elected, Mr. Fernandez’s term will expire at the 2014 Annual Meeting.
Company pursues profitable growth.

 
MARIANNE M. PARRS, retired,

BENJAMIN H. GRISWOLD, IV, Chairman, Brown Advisory, has been a director of the Company since April 2008. She has held a number of executive and management positions at International Paper Company since 1974, including Executive Vice President with responsibility for Information Technology, Global Sourcing, Global Supply Chain-Delivery from 1999 to 2005 and Executive Vice President and Chief Financial Officer from November 2005 until the end of 2007. Ms. Parrs also serves on the boards of CIT Group Inc., Signet Jewelers Limited, the Rise Foundation in Memphis, Tennessee, the Leadership Academy in Memphis, Tennessee, Josephines Circle, Memphis, Tennessee and the United Way of the Mid-South.

Ms. Parrs is 66 years old and is a member of the Audit Committee and the Finance and Pension Committee.
As the former Executive Vice President and Chief Financial Officer of International Paper Company, Ms. Parrs brings expert knowledge in finance to the Board. Ms. Parrs also brings experience in supply chain management and communication matters through an earlier role at International Paper Company. This experience makes Ms. Parrs a valuable resource for the Board and management. If elected, Ms. Parrs’ term will expire at the 2014 Annual Meeting.
     Information Concerning Directors Continuing in Office
NOLAN D. ARCHIBALD served as President and Chief Executive Officer of Black & Decker from 1986 through March 12, 2010 and as Chairman of the Board of Black & Decker from 1987 through March 12, 2010. He was appointed to the Company’s Board of Directors, and elected Executive Chairman of the Board, on March 12, 2010, when the Merger was completed.
Prior to his tenure with Black & Decker, Mr. Archibald served in various executive positions with Conroy, Inc. In 1977, he became Vice President of Marketing for the Airstream Division of Beatrice Companies, Inc. His subsequent positions at Beatrice included President of Del Mar Window Coverings, President of Stiffel Lamp Company, and President of the Home Products Division. In 1983, he was elected a Senior Vice President of Beatrice and President of the Consumer and Commercial Products Group. Mr. Archibald left Beatrice and was elected President and Chief Operating Officer of Black & Decker in 1985. Mr. Archibald also serves as a director of Brunswick Corporation, Lockheed Martin Corporation, and Huntsman Corporation.
Mr. Archibald, who is 67, is a member of the Executive Committee.
As the former President and Chief Executive Officer of Black & Decker, Mr. Archibald’s experience with and knowledge of the Black & Decker business is valuable to the Company, especially as the Company works to integrate the Stanley and Black & Decker businesses. In addition, Mr. Archibald’s leadership of the Board provides necessary continuity of leadership for the legacy Black & Decker business.
Mr. Archibald’s term will expire at the 2013 Annual Meeting.

3

JOHN G. BREEN, retired, was elected Lead Independent Director of the Board when the Company completed the Merger on March 12, 2010. He has been a director of the Company since July 2000. Mr. Breen was the Chief Executive Officer of The Sherwin-Williams Company from 1979 to 1999; he also served as Chairman of the Board of that company from April 1980 to April 2000. Mr. Breen is a director of MTD Holdings Inc. and a trustee of John Carroll University and of University Hospitals Health Systems, and within the past five years has served on the boards of MeadWestvaco Corporation, Goodyear Tire & Rubber Company, Armada Funds, and Allegiant Advantage Funds.
Mr. Breen is 76 years old and is a member of the Audit Committee, the Compensation and Organization Committee and the Executive Committee.
Due to Mr. Breen’s long tenure on the Company’s Board, he has in-depth knowledge of the Company that makes him a valuable asset to the Board. As a former Chief Executive Officer of The Sherwin-Williams Company, Mr. Breen’s extensive experience with a retail business and his familiarity with operations and the distribution channels into which the Company sells products is of great value to the Company.
Mr. Breen’s term will expire at the 2013 Annual Meeting.
PATRICK D. CAMPBELL, Senior Vice President and Chief Financial Officer of 3M Company since 2002, has been a director of the Company since October 2008. Prior to his tenure with 3M, Mr. Campbell had been Vice President of International and Europe for General Motors Corporation where he served in various finance related positions during his 25 year career with that company.
Mr. Campbell is 58 years old and is a member of the Audit Committee and the Finance and Pension Committee.
As the Senior Vice President and Chief Financial Officer of 3M Company, Mr. Campbell has expert knowledge in finance. Before he joined 3M Company, Mr. Campbell worked at General Motors in various capacities, including the role of Chief Financial Officer and Vice President of General Motors International Operations, based in Switzerland, for six years. This experience gives Mr. Campbell a perspective that he is able to use to help the Board understand the issues management confronts on a daily basis and to serve as a resource for management.
Mr. Campbell’s term will expire at the 2012 Annual Meeting.
VIRGIS W. COLBERT has been a director of the Company since July 2003. Mr. Colbert served as Executive Vice President of Worldwide Operations from 1997 to 2005 and Senior Vice President of Operations from 1995 to 1997 for Miller Brewing Company. Mr. Colbert continues to serve as a Senior Advisor to MillerCoors Company (formerly Miller Brewing Company). In addition, he is currently a director of The Manitowoc Company, Inc., Sara Lee Corporation, Bank of America, and Lorillard, Inc., and within the past five years has served on the boards of Merrill Lynch & Co. Inc. and Delphi Corporation.
Mr. Colbert is 71 years old and is Chair of the Compensation and Organization Committee and a member of the Corporate Governance Committee and the Executive Committee.
Mr. Colbert provides the Board and management broad experience in management and oversight of consumer businesses through his professional service with Miller Brewing Company and his public company directorships. He brings significant expertise in domestic and international operations, logistics management, change management, strategic planning, risk management, and manufacturing, which is important to our large and diversified global company.
Mr. Colbert’s term will expire at the 2013 Annual Meeting.

4

BENJAMIN H. GRISWOLD, IV, Chairman, Brown Advisory, was elected a director of Black & Decker in 2001 and was appointed to the Company’s Board of Directors on March 12, 2010, when the Merger was completed.

Mr. Griswold joined Alex. Brown & Sons in 1967, became a partner of the firm in 1972, was elected Vice Chairman of the Board and director in 1984, and became Chairman of the Board in 1987. Upon the acquisition of Alex. Brown by Bankers Trust New York Corporation in 1997, he became Senior Chairman of BT Alex. Brown, and upon the acquisition of Bankers Trust by Deutsche Bank in 1999, he became Senior Chairman of Deutsche Banc Alex. Brown, the predecessor of Deutsche Bank Securities Inc. Mr. Griswold retired from Deutsche Bank Securities Inc. in February 2005 and was appointed Chairman of Brown Advisory, an asset management and strategic advisory firm, in March 2005. Mr. Griswold also serves as a directornon-executive Chairman of Baltimore Life Insurance Company,W.P. Carey, Inc. and Lead Director of Flowers Foods, Inc., and W.P. Carey & Co., LLC. He also serves on the Deutsche Bank Americas Client Advisory Board. In the non-profit sector, he is a trustee emeritus of the Johns Hopkins University and the Peabody Institute and chairs the Baltimore Symphony Orchestra’s Endowment Board.

Mr. Griswold, who is 70,73, is Chair of the Compensation and Organization Committee and a member of the Audit Committee and of the Compensation and OrganizationExecutive Committee.

Mr. Griswold brings to the Board substantial experience with finance and investment banking matters after spending more than 30 years in the financial services industry, including a number of years in various leadership positions. Combined with his long tenure as a director of Black & Decker, Mr. Griswold is an important resource for the Board and management.

Mr. Griswold’s term will expire at the 2012 Annual Meeting.




      
EILEEN S. KRAUS,

ANTHONY LUISO, retired, President-Campofrio Spain, Campofrio Alimentacion, S.A., has been a director of the Company since October 1993. She served as Chairman, Fleet Bank, Connecticut, a subsidiary of Fleet Boston Financial, from 1995 to 2000. She had been President, Shawmut Bank Connecticut, N.A., and Vice Chairman of Shawmut National Corporation from 1992 to 1995; Vice Chairman, Connecticut National Bank and Shawmut Bank, N.A. from 1990 to 1992; and Executive Vice President of those institutions from 1987 to 1990. She is the lead director of Kaman Corporation, a director and Chairman of the Corporate Governance Committee of Rogers Corporation, Chairman of the Audit Committee of the board of Ironwood Mezzanine Funds I and II and Chairman of the Advisory Committee of Ironwood Mezzanine Funds I. Mrs. Kraus also serves on the board and Compensation Committee of Connecticare, Inc.

Mrs. Kraus is 72 years old and is Chair of the Audit Committee and a member of the Corporate Governance Committee and the Executive Committee.
Due to Mrs. Kraus’ long tenure with the Board, she has in-depth knowledge of the Company. Mrs. Kraus also has broad general management experience and financial expertise from her years in executive management at Connecticut National Bank, Shawmut Bank, N.A., and Fleet Bank Connecticut, and is a financial expert. Mrs. Kraus’ knowledge of the Company and her management judgment and financial expertise make her a valuable resource for the Board and management.
Mrs. Kraus’ term will expire at the 2012 Annual Meeting.
ANTHONY LUISO, retired President-Campofrio Spain, Campofrio Alimentacion, S.A., was elected a director of Black & Decker in 1988 and was elected a member of the Company’s Board of Directors on May 20,March 2010.

Mr. Luiso was employed by Arthur Andersen & Co. and, in 1971, joined Beatrice Companies, Inc. He held various positions at Beatrice, including President and Chief Operating Officer of the International Food Division and President and Chief Operating Officer of Beatrice U.S. Food. Mr. Luiso left Beatrice in 1986 to become Group Vice President and Chief Operating Officer of the Foodservice Group of International Multifoods Corporation and served as Chairman of the Board, President, and Chief Executive Officer of that corporation until 1996. He served as Executive Vice President of Tri Valley Growers during 1998. In 1999, he joined Campofrio Alimentacion, S.A., the leading processed meat products company in Spain, as President-International and subsequently served as President of Campofrio Spain through 2001.

Mr. Luiso, who is 67,70, is Chair of the Audit Committee and a member of the CompensationCorporate Governance Committee and Organizationof the Executive Committee.


5

Based on Mr. Luiso’s service as a director of Black & Decker for over 20 years, he has extensive knowledge of the Black & Decker business. This knowledge, together with his prior management experience, is of great value to the Board and management, particularly during the integration of the two companies.

Mr. Luiso’s term will expire at the 2013 Annual Meeting.
management.

  

JOHN F. LUNDGREN, PresidentChairman and Chief Executive Officer of the Company, has been a director of the Company since March 2004.

Mr. Lundgren served as Chairman and Chief Executive Officer of the Company from March 2004 through March 2010. In connection with the Merger,merger with Black & Decker, Mr. Lundgren relinquished his positionrole as Chairman of the Board on March 12, 2010, and remained with2010. On March 13, 2013, Mr. Lundgren again assumed the Companyrole of Chairman of the Board in addition to his role as a director and its President and Chief Executive Officer. Before he joined the Company, Mr. Lundgren served as President-European Consumer Products of Georgia Pacific Corporation from 2000 to 2004. Formerly, he had held the same position with James River Corporation from 1995 to 1997 and Fort James Corporation from 1997 to 2000 until its acquisition by Georgia-Pacific. Mr. Lundgren also serves on the board of Callaway Golf Company.

Mr. Lundgren is 5962 years old and is Chair of the Executive Committee.

As the Chief Executive Officer of the Company, Mr. Lundgren provides the Board with knowledge of the daily workings of the Company and also with the essential experience and expertise that can be provided only by a person who is intimately involved in running the Company. Mr. Lundgren’s service on the Board and as Chief Executive Officer of the Company will provideprovides necessary continuity of leadership for the Company’s legacy Stanley business.

Mr. Lundgren’s term will expire at the 2013 Annual Meeting.
Company.

 

MARIANNE M. PARRS, retired, Executive Vice President and Chief Financial Officer of International Paper, has been a director of the Company since April 2008.

Ms. Parrs held a number of executive and management positions at International Paper Company since 1974, including Executive Vice President with responsibility for Information Technology, Global Sourcing, Global Supply Chain-Delivery from 1999 to 2005 and Executive Vice President and Chief Financial Officer from November 2005 until the end of 2007. Ms. Parrs also serves on the boards of CIT Group Inc.; Signet Jewelers Limited; the Rise Foundation in Memphis, Tennessee; New Memphis Institute in Memphis, Tennessee; Josephines Circle in Memphis, Tennessee; and the United Way of the Mid-South.

Ms. Parrs is 69 years old and is a member of the Compensation and Organization Committee and of the Finance and Pension Committee.

As the former Executive Vice President and Chief Financial Officer of International Paper Company, Ms. Parrs brings expert knowledge in finance to the Board. Ms. Parrs also brings experience in supply chain management and communication matters through an earlier role at International Paper Company. This experience makes Ms. Parrs a valuable resource for the Board and management.




      

ROBERT L. RYAN, retired, Senior Vice President and Chief Financial Officer, Medtronic Inc., was electedhas been a director of Black & Decker in 2005 and was appointed to the Company’s Board of Directors onCompany since March 12, 2010, when the Merger was completed.

2010.

Mr. Ryan was a management consultant for McKinsey and Company and a Vice President for Citicorp. He joined Union Texas Petroleum Corporation as Treasurer in 1982, became Controller in 1983, and was promoted to Senior Vice President and Chief Financial Officer in 1984. In April 1993, Mr. Ryan was named the Senior Vice President and Chief Financial Officer of Medtronic, Inc. He retired from Medtronic in 2005. Mr. Ryan also serves as a director of The Hewlett-Packard Company, Citigroup Inc. and General Mills, Inc. and, is a trustee of Cornell University, and within the past five years has served on the boardboards of UnitedHealth Group, Inc.

and The Hewlett-Packard Company.

Mr. Ryan, who is 67,70, is Chair of the Finance and Pension Committee and a member of the Corporate Governance Committee and of the Finance and PensionExecutive Committee.

As the former Chief Financial Officer of UnitedUnion Texas Petroleum Corporation and Medtronic, Inc., Mr. Ryan has extensive experience in finance matters and is a financial expert. Mr. Ryan also has served on a number of boards of public companies, and the experience gained by serving on those boards makes him a valuable resource for the Company.

Mr. Ryan’s term will expire at the 2012 Annual Meeting.
LAWRENCE A. ZIMMERMAN, previously Chief Financial Officer of Xerox Corporation, has been a director of the Company since July 2005. Mr. Zimmerman served as Chief Financial Officer of Xerox from June 2002 through February 2011. Prior to joining Xerox, Mr. Zimmerman held senior executive finance positions over a 31-year period with IBM. He is a director of Brunswick Corporation and Vice Chairman of Xerox Corporation.
Mr. Zimmerman is 68 years old and is Chair of the Finance and Pension Committee and a member of the Compensation and Organization Committee and the Executive Committee.
As the former Chief Financial Officer of Xerox Corporation, Mr. Zimmerman has expert knowledge in finance. In addition, Mr. Zimmerman’s prior employment affords him insights into the challenges that face management of a company that he is able to use to help the Board understand the issues management confronts on a daily basis and also to serve as a resource for management.
Mr. Zimmerman’s term will expire at the 2012 Annual Meeting.



6

Board of Directors

    Qualifications of Directors and Nominees. As noted above, on March 12, 2010, a wholly owned subsidiary of the Company merged with and into The Black & Decker Corporation, with the result that The Black & Decker Corporation became a wholly owned subsidiary. The negotiations between the Company and Black & Decker relating to the Merger included extensive discussions regarding the composition of the Board of Directors of the Company upon completion of the transaction. The Company’s Board of Directors believed that, because the Company’s shareholders would continue to hold a majority of the shares in the Company following completion of the transaction and for various other reasons, it was important that the persons who served as directors of the Company prior to the Merger continue to comprise a majority of the Board of Directors of the Company following completion of the transaction. The Company’s Board also recognizes the value that former board members of Black & Decker bring to the Company, as their knowledge and experience with Black & Decker facilitates the Board’s oversight of the integration of the two companies. Six members of the Black & Decker board, including Nolan D. Archibald, who was Chairman and Chief Executive Officer of Black & Decker prior to completion of the transaction, were elected to the Company’s Board at its 2010 Annual Meeting. Two of those directors, and three board members who were members of the Company’s board of directors prior to the Merger, are up for reelection. The Company believes that each of these directors should be reelected, as their qualifications, skills and experience continue to be of value to the Company.

The Company carefully considered the qualifications, skills and experience of each director when concluding that the director should serve on the Board. With respect to each individual director, the Company believes that the director is appropriate to serve on the Board due to the qualifications and experience described above. The Company believes that each of these directors should be reelected as their qualifications, skills and experience continue to be of value to the Company.

    Board Leadership Structure. The negotiations between the Company and Black & Decker relating to the Merger also included extensive discussions regarding the Board leadership structure. The Company and Black & Decker agreed that, upon completion of the Merger, the roles of Chairman and Chief Executive Officer would be separated and a Lead Independent Director position would be created. As a result, upon completion of the Merger, John F. Lundgren, who was the Company’s Chairman and Chief Executive Officer prior to the transaction, resigned as Chairman; Nolan D. Archibald, who was Black & Decker’s Chairman, President and Chief Executive Officer prior to the transaction, was appointed Executive Chairman; and John G. Breen, who was an independent director of the Company prior to the Merger, was appointed Lead Independent Director. Under the terms of the Company’s By-LawsBylaws and Corporate Governance Guidelines, the Chairman presides at all meetings of the Board at which he is present and, jointly with the Chief Executive Officer and the Lead Independent Director, establishes a schedule of agenda subjects to be discussed during the year at the beginning of each year and the agenda for each Board meeting. The Lead Independent Director presides at executive sessions of the Board and at any meeting of the Board at which neither the Chairman nor theand Chief Executive Officer is not present, participates in the establishment of agendas as described in the preceding sentence, and ensures that the views, opinions and suggestions of the other independent directors are adequately brought to the attention of the Chairman and the Chief Executive Officer and, together with the Chairman and Chief Executive Officer, ensures that such views, opinions and suggestions are adequately addressed withby the Board.

    One of the Company’s primary objectives over the next several years will be to properly integrate the legacy Stanley businesses and the legacy Black & Decker businesses, a process that started upon completion of the Merger. To help ensure a smooth integration, the Board believes it essential that the Board leadership include members with experience from both the Company and Black & Decker as the companies existed prior to completion of the Merger. The Company therefore has determined that vesting the leadership of the Board in a Chairman and in a Lead Independent Director, with an obligation that both consult with the Chief Executive Officer in establishing agendas and addressing certain other matters, as described above, is appropriate for the Company at this time. Separating the role of Chairman from that of Chief Executive Officer allows Mr. Lundgren, who previously held both titles, to focus on the integration of the Stanley and Black & Decker businesses.

Risk Oversight. As required by our Corporate Governance Guidelines, during the orientation process for new directors, each director receives a presentation from the Company’s senior management that details the Company’s risk management policies and procedures. Our Audit Committee routinely discusses with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies. The Finance and Pension Committee also periodically reviews the Company’s risk management program and its adequacy to safeguard the Company against extraordinary liabilities or losses. Both the Audit Committee and theThe Finance and Pension Committee reportreports to the full Board regarding the status of the Company’s risk management program and policies, and any issues or concerns that may arise. To ensure that there is appropriate Board oversight of the risk management process, the Board is committed to having individuals experienced in risk management on both the Audit Committee and the Finance and Pension Committee.
7

Meetings.Meetings. The Board of Directors met fivesix times during 2010.2013. The various BoardBoard’s standing committees met the number of times shown in parentheses: Executive (0), Audit (4), Corporate Governance (4)(5), Finance and Pension (2)(3), and Compensation and Organization (5)(6). The members of the Board serve on the committees described in their biographical material on pages 1-6.2-5. In 2010,2013, each incumbent director attended at least 75% of the aggregate number of meetings of the Board of Directors and committees of the Board of Directors on which such director served that have been held since the director became a member of the Board or the applicable committees. TheAlthough the Company has no formal policy regarding attendance by members of the Board of Directors at the Company’s Annual Meetings. In 2010, the Annual Meeting was held approximatelyMeetings, all but one month later than usual as a result of the Merger. As a result, a numbermembers of the directors had prior commitments andBoard of Directors, who were unable to attend. Nolan Archibald, John Lundgren, Robert Coutts and Marianne Parrsmembers of the Board at the time, attended the 20102013 Annual Meeting.

    Director Independence. The Board of Directors has adopted Director Independence Standards which are available free of charge on the “Corporate Governance” section of the Company’s website (which appears under the “Investors” heading) atwww.stanleyblackanddecker.com. The Board of Directors has made the determination that all director nominees standing for election, and all of its incumbent directors whose terms will continue after the Annual Meeting, except Mr. Lundgren, and Mr. Archibald, are independent according to the Director Independence Standards, the applicable rules of the Securities and Exchange Commission, and as independence is defined in Section 303A of the New York Stock Exchange



listing standards. It is the policy of the Board of Directors that every member of the Audit, Corporate Governance, and Compensation and Organization Committees should be an independent director. The charters of each of these committees and the Board of Directors Corporate Governance Guidelines are available free of charge on the “Corporate Governance” section of the Company’s website atwww.stanleyblackanddecker.com or upon written request to Stanley Black & Decker, Inc., 1000 Stanley Drive, New Britain, Connecticut 06053, Attention: Investor Relations. Changes to any charter, the Director Independence Standards or the Corporate Governance Guidelines will be reflected on the Company’s website.

Executive Committee.Committee. The Executive Committee exercises all the powers of the Board of Directors during intervals between meetings of the Board; however, the Executive Committee does not have the power to declare dividends or to take actions reserved by law to the Board of Directors. The Executive Committee operates under a charter, which is available free of charge on the “Corporate Governance” section of the Company’s website atwww.stanleyblackanddecker.com.

    Audit Committee.Committee. The Audit Committee nominates the Company’s independent auditing firm, reviews the scope of the audit, approves in advance audit and non-audit services, and reviews with the independent auditors and the Company’s internal auditors their activities and recommendations, including their recommendations regarding internal controls and critical accounting policies. The Audit Committee meets with the independent auditors, the internal auditors, and management, each of whom has direct and open access to the Audit Committee. The Board of Directors has made the determination that all of the members of the Audit Committee are independent according to the Director Independence Standards, the applicable rules of the Securities and Exchange Commission, and as independence is defined in Section 303A of the New York Stock Exchange listing standards. The Audit Committee has issued a standing invitation to all members of the Board of Directors to attend Audit Committee meetings. The Board of Directors has determined that Eileen S. KrausAnthony Luiso meets the requirements for being an Audit Committee Financial Expert as that term is defined in Item 407(d)(5) of Regulation S-K and that all members are financially literate under the current New York Stock Exchange listing standards. The Audit Committee operates under a charter, which is available free of charge on the “Corporate Governance” section of the Company’s website atwww.stanleyblackanddecker.com.

    Corporate Governance Committee.Committee. The Corporate Governance Committee makes recommendations to the Board of Directors as to Board membership and considers names submitted to it in writing by shareholders as well as recommendations from third party search firms, current directors, Company officers, employees and others. The Corporate Governance Committee recommends directors for Board committee membership and committee chairs, and recommends director compensation. The procedures and processes followed by the Corporate Governance Committee in connection with the consideration and determination of director compensation are described below under the heading “Director Compensation.” The Corporate Governance Committee has taken the lead in articulating the Company’s corporate governance guidelines and establishing a procedure for evaluating Board performance. The Corporate Governance Committee also approves policy guidelines on charitable contributions. The Company’s By-LawsBylaws require that anyevery director be a shareholder of the Company. While the Corporate Governance Committee does not have specific minimum qualifications for potential directors, all director candidates, including those recommended by shareholders, are evaluated on the same basis. In evaluating candidates, including existing Board members, the Corporate Governance Committee considers an individual candidate’s personal and professional responsibilities and experiences, the then-current composition of the Board, and the challenges and needs of the Company in an effort to ensure that the Board, at any time, is comprised of a diverse group of members who, individually and collectively, best serve the needs of the Company and its stockholders. In general, and in giving due consideration to the composition of the Board at the time a candidate is being considered, the desired attributes of individual directors are:

8

integrity and demonstrated high ethical standards; experience with business administration processes and principles; the ability to express opinions, raise difficult questions, and make informed, independent judgments; knowledge, experience, and skills in at least one specialty area (such as accounting or finance, corporate management, marketing, manufacturing, technology, information systems, international business, or legal or governmental affairs); the ability to devote sufficient time to prepare for and attend Board meetings; willingness and ability to work with other members of the Board in an open and constructive manner; the ability to communicate clearly and persuasively; and diversity with respect to other characteristics, which may include, at any time, gender, ethnic background, geographic origin, or personal, educational and professional experience.

The Board of Directors has made the determination that all of the members of the Corporate Governance Committee are independent according to the Director Independence Standards, applicable rules of the Securities and Exchange Commission, and as independence is defined in Section 303A of the New York Stock Exchange listing standards. The Corporate Governance Committee operates under a charter, which is available free of charge on the “Corporate Governance” section of the Company’s website,www.stanleyblackanddecker.com.



    Shareholders who wish to submit names to be considered by the Corporate Governance Committee for nomination for election to the Board of Directors should, as set forth in the Company’s By-Laws,Bylaws, send written notice to the Secretary of the Company to be received at its principal executive offices at least 90 days but no more than 120 days prior to the anniversary of the date on which the Proxy Statement was first mailed relating to the immediately preceding Annual Meeting, which notice should set forth (i) the name and record address of the shareholder of record making such nomination and any other person on whose behalf the nomination is being made, and of the person or persons to be nominated, (ii) the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by such shareholder or such other person, (iii) a description of all arrangements or understandings between such shareholder and any such other person or persons or any nominee or nominees in connection with the nomination by such shareholder, (iv) such other information regarding each nominee proposed by such shareholder as would be required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required to be disclosed, pursuant to the rules of the Securities and Exchange Commission had the nominee been nominated or intended to be nominated by the Board of Directors, and shall include a consent signed by each such nominee to be named in the Proxy Statement for the Annual Meeting as a nominee and to serve as a director of the Company if so elected, and (v) a representation that such shareholder intends to appear in person or by proxy at the Annual Meeting to make such nomination.

    Compensation and Organization Committee.Committee. The Compensation and Organization Committee (the “Compensation Committee”), with the assistance of its compensation consultant, periodically conducts on-going evaluations of existing executive compensation programs and administers the Company’s executive compensation plans. The Compensation Committee met fivesix times during 20102013 and met in executive session at the end of each of those meetings to review different aspects of the Company’s executive compensation programs. The Compensation Committee has retained Pay Governance LLC as an independent compensation consultant to advise the Compensation Committee. Representatives from Towers WatsonPay Governance LLC were present at threeall six meetings of the Compensation Committee. No management employees participated in executive sessions relating to compensation arrangements for our Chief Executive Officer. The procedures and process followed by the Compensation Committee in connection with the consideration and determination of executive compensation are described below under the heading “Executive Compensation.” The Board of Directors has made the determination that all of the members of the Compensation Committee are independent according to the Director Independence Standards, applicable rules of the Securities and Exchange Commission, and as independence is defined in Section 303A of the New York Stock Exchange listing standards. The Compensation Committee operates under a charter, which is available free of charge on the “Corporate Governance” section of the Company’s website, www.stanleyblackanddecker.com. The following persons served as members of the Compensation Committee during 2010: Virgis W. Colbert,2013: John G. Breen, George W. Buckley, Carlos M. Cardoso, Benjamin H. Griswold, IV (Chair), Anthony Luiso and Lawrence A. Zimmerman.Marianne M. Parrs.

    Finance and Pension Committee.Committee. The Finance and Pension Committee advises in major areas concerning the finances of the Company and oversees the Company’s administration of its qualified and non-qualified defined contribution and defined benefit retirement plans. The Board of Directors has made the determination that all of the members of the Finance and Pension Committee are independent according to the Director Independence Standards, applicable rules of the Securities and Exchange Commission, and as independence is defined in Section 303A of the New York Stock Exchange listing standards.

    Director Compensation.Compensation. The Company pays its directors who are not employees of the Company or any of its subsidiaries an annual retainer and pays an additional fee to those non-employee directors who serve as committee chairs and to the Lead Independent Director. The annual retainer fee paid to non-employee directors during 2013 was increased, effective April 20, 2010, from $75,000 to $110,000.$125,000. In addition, fees for committee chairs were increased from $10,000 to $15,000$20,000 per year for the chairs of the Audit Committee and the Compensation Committee. The fees paid to the chairs of the Corporate Governance Committee and the Finance and Pension Committee each receive $10,000were $15,000 per year and the Lead Independent Director

9

receives $20,000 fee was $25,000 per year. Non-employee directors may defer any or all of their fees in the form of Company common stock or as cash accruing interest at the five-year treasuryTreasury bill rate; a director is required to defer his or her fees, in the form of Company common stock, so long as he or she owns fewer than 7,500 shares.rate. The Company also grants its non-employee directors Restricted Stock Units with dividend equivalent rights pursuant to the Company’s Restricted Stock Unit Plan for Non-Employee Directors (the “Director RSU Plan”). These Awards are fully vested at the time of grant and entitle each recipient to a cash payment equal to the market value of a share of Company common stock at the time of settlement plus accrued dividends from the date of grant. The settlement date is the date specified by the director as the date, or dates, on which distributions are to be made following the date on which the director ceases to be a director of the Company. Distributions may be made in a single lump sum in the first year following the termination of the director’s service or in up to ten equal annual installments, at the election of the director. On April 20, 2010,16, 2013, each non-employee director of the Company received 1,7911,628 Restricted Stock Units with dividend equivalent rights pursuant to the Director RSU Plan. Directors may also receive Company products with an aggregate value of up to $5,000 annually.



    Stock Ownership Policy for Non-Employee Directors. The Board maintains a Stock Ownership Policy for Non-Employee Directors, a copy of which can be found on the “Corporate Governance” section of the Company’s website atwww.stanleyblackanddecker.com. Pursuant to that policy, Directors are required to defer their cash fees in the form of Company common stock until they acquire, and maintain in accordance with the Policy, shares having a value equal to 500% of the annual cash retainer.

Executive Sessions and Communications with the Board. Pursuant to the Corporate Governance Committee Charter, the Lead Independent Director presides over executive (non-management) meetings of the Board. Shareholders or others wishing to communicate with the Lead Independent Director, the Board generally, or any specific member of the Board of Directors may do so by mail addressed to Stanley Black & Decker, Inc., c/o Corporate Secretary, 1000 Stanley Drive, New Britain, Connecticut 06053 or by calling the Company’s Ethics Hotline, an independent toll-free service at 1-800-424-2987 (extension 53822).

    Business Conduct Guidelines.Guidelines. The Company has adopted a worldwide set of Business Conduct Guidelines applicable to all of its directors, officers and employees and a code of ethics for the Chief Executive Officer and senior financial officers. Copies of these documents are available free of charge on the “Corporate Governance” section of the Company’s website atwww.stanleyblackanddecker.com or otherwise upon request addressed to Stanley Black & Decker, Inc., 1000 Stanley Drive, New Britain, Connecticut 06053, Attention: Investor Relations.

    Director Continuing Education. The Company regularly provides directors with continuing education on a variety of topics. In 2010,2013, subjects covered with Board members included the Company’s compliancecurrent trends in corporate governance and ethics program,executive compensation, implications of the Dodd-Frank Act,new legal requirements and directors’ and officers’ liability and insurance therefor.insurance. In addition, the Company provided all directors with a subscription toAgenda, a weekly publication that focuses on governance issues of interest to directors of public companies.

    Related Party Transactions. Pursuant to the Company’s Business Conduct Guidelines, employees, officers and directors are required to bring any potential conflict of interest, including any proposed related party transaction involving a related person as that term is defined in Item 404(a) of Regulation S-K (“Related Person”), to the attention of the General Counsel. The General Counsel obtains the facts to determine whether a conflict or potential conflict exists and determinedetermines the appropriate action in consultation with appropriate members of management. Where a proposed transaction involves a Related Person, as that term is defined in Item 404(a) of Regulation S-K, the General Counsel discusses the reasons for the transaction with appropriate members of management. In the event management believes it is in the best interest of the Company to proceed with the transaction, the proposed transaction is brought to the attention of the Board for its review and approval.

Security Ownership of Certain Beneficial Owners

    No person or group, to the knowledge of the Company, owned beneficially more than five percent of the outstanding common stock of the Company as of February 25, 2011,24, 2014, except as shown in this table.table

.

     (2) Name and address of     (3) Amount and nature of     (4) Percent of
(1) Title of classbeneficial ownerbeneficial ownershipclass
Common StockFMR LLC12,759,494  (3,836,604 sole voting7.2%
$2.50 par value245 Summer Streetpower; 0 shared voting
Boston, MA 02210power; 12,759,494 sole
dispositive power)
Common StockBlackRock, Inc.11,003,433(9,358,705 sole voting 6.2%
$2.50 par value40 East 52nd Streetpower; 0 shared voting
New York, NY 10022power; 11,003,433 sole
   dispositive power) 
Common StockThe Vanguard Group - 23-19459309,507,529(252,637 sole voting5.3%
$2.50 par value 100 Vanguard Blvd.power; 0 shared voting
Malvern, PA 19355power; 9,270,506 sole
 dispositive power;
237,023 shared
dispositive power)

*       The information in the foregoing table is drawn from Schedule 13G reports filed with the Securities and Exchange Commission on or before February 24, 2014.

(2) Name and address of(3) Amount and nature of(4) Percent of
(1) Title of classbeneficial ownerbeneficial ownershipclass
Common StockFMR, LLC13,453,517 (2,282,519 sole power to vote or direct8.10%
$2.50 par value82 Devonshire Streetthe vote; 0 shared power to vote or direct the vote;
Boston, MA 0210913,453,517 sole power to dispose or direct the
disposition)
Common StockBlackRock, Inc.10,202,337 (sole power to vote or direct the vote and6.15%
$2.50 par value40 E. 52nd St.sole power to dispose or direct the disposition)
New York, NY 10022


*The information in the foregoing table is drawn from Schedule 13G reports filed with the Securities and Exchange Commission on or before February 25, 2011.
10

Security Ownership of Directors and Officers

    Except as reflected in the table below, no director, nominee, or executive officer owns more than 1% of the outstanding common stock of the Company. As of February 25, 2011,24, 2014, the executive officers, nominees, and directors as a group owned beneficially approximately 3%3.0% of the outstanding common stock. The following table sets forth information regarding beneficial ownership as of February 25, 201124, 2014 with respect to the shareholdings of the directors, nominees for director, each of the executive officers named in the table on page 23,24, and all directors, nominees for director, and executive officers as a group. Except as noted below, the named individual has sole voting and investment power with respect to the shares shown.

  Common Shares   Percent of
Name     Owned           Class Owned
Donald Allan, Jr. 67,844 (1)(3) *
Jeffery D. Ansell 46,913 (1)(3) *
Nolan D. Archibald 2,770,355 (1)(3) 1.66%
John G. Breen 31,193 (2) *
George W. Buckley 15,326   *
Patrick D. Campbell 4,331 (2) *
Carlos M. Cardoso 6,004 (2) *
Virgis W. Colbert 10,822 (1)(2) *
Robert B. Coutts 6,427 (2) *
Manuel A. Fernandez 45,753 (1)(2) *
Benjamin H. Griswold, IV 54,164   *
Eileen S. Kraus 37,045 (1)(2) *
James M. Loree 251,813 (1)(3)(4) *
Anthony Luiso 80,605 (2) *
John F. Lundgren 852,496 (1) *
Marianne M. Parrs 7,898 (2) *
Robert L. Ryan 2,061   *
Lawrence A. Zimmerman 13,888 (2) *
Directors, nominees and executive officers as a group (32 persons) 5,045,007 (1)-(4) 3.01%

Common SharesPercent of
Name     Owned          Class Owned
Donald Allan, Jr.156,305(1)*
Jeffery D. Ansell106,949(1)(3)(5)*
Nolan D. Archibald2,646,368(1)1.0%
D. Brett Bontrager78,192(1)*
George W. Buckley15,351*
Patrick D. Campbell10,190(2)*
Carlos M. Cardoso11,764(2)*
Robert B. Coutts12,841(2)* 
Debra A. Crew0*
Benjamin H. Griswold, IV54,164*
James M. Loree527,300(1)(3)(4)*
Anthony Luiso81,201(2)*
John F. Lundgren1,200,823(1)*
Marianne M. Parrs 8,196(2)*
Robert L. Ryan7,866(2)(6) *
Directors, nominees and executive officers as a group (27 persons)5,518,841 (1)-(6)3.0%

*

Less than 1%

(1)      Includes shares whichthat may be acquired bythrough the exercise of stock options on or before April 26, 201124, 2014 as follows: Mr. Allan, 47,500;60,000; Mr. Ansell, 36,250; Mr. Archibald, 1,910,873;2,617,441; Mr. Colbert, 2,318; Mr. Fernandez, 6,374; Mrs. Kraus, 9,000;Bontrager, 18,750; Mr. Loree, 187,950;215,850; Mr. Lundgren, 672,555;507,610, and all directors, nominees and executive officers as a group, 2,836,570,3,756,712, and shares that may be acquired upon vesting of RSUs on or before April 26, 201124, 2014 as follows: Mr. Allan, 5,000;25,000; Mr. Ansell, 25,000; Mr. Archibald, 75,225;Bontrager, 25,000; Mr. Loree, 12,500;100,000; Mr. Lundgren, 25,000;162,500; and all directors, nominees and executive officers as a group, 142,725.392,500.
(2)Includes the share accounts maintained by the Company for those of its directors who have deferred their director fees as follows: Mr. Breen, 22,193; Mr. Campbell, 4,331;10,190; Mr. Cardoso, 6,004; Mr. Colbert, 8,564;11,764; Mr. Coutts, 6,427; Mr. Fernandez, 1,419; Mrs. Kraus, 23,661;12,841; Mr. Luiso, 1,113;6,709; Ms. Parrs 3,898;4,196; Mr. Zimmerman, 10,388;Ryan, 5,805; and all directors as a group, 87,998.51,505.
(3)Includes shares held as of February 25, 201124, 2014 under the Company’s savings plans (Retirement(Stanley Black & Decker Retirement Account Plan and Stanley Black & Decker Supplemental Retirement Account Plan, respectively), as follows: Mr. Allan, 957/299; Mr. Ansell, 1,171/1,072; Mr. Archibald, 6,068/0;1,255 /1,150; Mr. Loree, 627/1,967;672 /2,109; and all executive officers as a group, 35,515/10,607.8,650 /3,536.
(4)
Includes restricted share unit accounts maintained by the Company as follows: Mr. Loree, 40,000;40,000; and all executive officers as a group, 40,000.
(5)Includes 5,904 shares held by Mr. Ansell in a trust.
(6)Includes 2,061 shares held by Mr. Ryan in a trust.


Audit Committee Report

    In connection with the financial statements for the fiscal year ending January 1, 2011,December 28, 2013, the Audit Committee: (1) reviewed and discussed the audited financial statements with management; (2) discussed with the independent auditors the matters required to be discussed under Statement on Auditing Standards No. 61;61, as amended; and (3) received the written disclosures and the letter from the independent accountants required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and discussed with the independent accountants the independent accountants’ independence. Based upon these reviews and in reliance upon these discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for filing with the SEC.

Securities and Exchange Commission.

Audit Committee
 
Eileen S. KrausAnthony Luiso (Chair)
John G. Breen
George W. Buckley
Patrick D. Campbell
Benjamin H. Griswold, IV
Marianne M. Parrs



Compensation and Organization Committee Report

    The Compensation and Organization Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on this review and discussion, the Compensation and Organization Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement and its Annual Report on Form 10-K.

Compensation and Organization Committee
 
Virgis W. ColbertBenjamin H. Griswold, IV (Chair)
John G. BreenGeorge W. Buckley
Carlos M. Cardoso
Benjamin H. Griswold, IV
Anthony Luiso
Lawrence A. ZimmermanMarianne M. Parrs

12


Executive Compensation

Compensation Discussion and Analysis

Executive Summary

The merger with The Black & Decker Corporation (“Merger”) was an important achievement in our ongoing strategy to diversify, transform and profitably expand our business portfolio. The Merger, which was completed on March 12, 2010, expanded the Company’s global reach in both hand and power tools cementedand enhanced our global cost leadership, and allowed us to unlock annual cost synergies through the efficient management of operating costs and inventories. The integration is proceeding ahead of plan, as a result of which the Company realized $135leadership. We have successfully unlocked over $500 million of cost synergies in 2010, $45 millionthe years since the Merger, more than originally forecast.

     In connection with$150 million greater than was projected at the time. We have also attained approximately $370 million of the expected $300-$400 million in Merger revenue synergies at the end of 2013.

The work we have done since the Merger contributed to these results, as we evaluatedcontinued to introduce new and innovative products in various businesses around the world, increase the diversity of our compensation programs with several goalscustomer base, and expand in mind. First, our compensation packages should promote our post-Merger visionvarious geographies through acquisition. From the date the Merger was announced to December 28, 2013, those shareholders who held The Stanley Works stock have seen a 79% increase in stock price and strengthen the alignment between pay and performance. Second, compensation packages of legacy Stanley and legacyshareholders who held Black & Decker employees servingstock have seen a 118% increase in comparable roles should bethe stock price (reflecting the issuance of 1.275 shares of The Stanley Works common stock for each share of Black & Decker stock). Additionally, when factoring in the reinvestment of a consistently increasing dividend since the Merger, the total shareholder return to legacy shareholders of The Stanley Works is 99% and to legacy shareholders of Black & Decker is 140%. For shareholders of both companies, the returns exceed the 76% increase seen by investors in the S&P 500 over the same period of time.

Our post-Merger compensation programs have had an important and direct influence on the financial goals we have attained and the value that has been delivered to shareholders. As depicted in the chart below, approximately 75-85% of our executives’ compensation opportunity is variable, tied directly to the achievement of financial goals reflecting the Merger synergy goals we have described above, or share price performance. The result has been strong pay for performance alignment.

2013 Named Executive Officer Pay Mix At Target

The rewards earned by our executives in 2013 reflect our achievement relative to our pre-established goals, including:



  • Long-Term Incentives - Performance Units: The Company’s performance during the 2011-2013 performance cycle resulted in a weighted average goal achievement across all measure of 61.3% of target as detailed on page 19. Over the three year performance period we need to run our Company effectively.
     Someachieved TSR at the 16th percentile of the actions taken in 2010, suchLTIP peer group and as a result there was no payout for the TSR-based portion of the award. The EPS and return on capital employed (“ROCE”) results for 2013 fell below threshold and as a result, there was no payout with respect to those metrics for the 2013 portion of the 2011-2013 cycle.
  • Long-Term Incentives - Time Based Stock Awards and Stock Options: We also provide our executives an annual equity grant, comprised of time-vested restricted stock units and stock options, which represents approximately one-third of target annual total pay, on average, and supports the retention and stability goal within our program while also maintaining alignment with shareholders as the grantvalue of restricted stock units and stock options is tied to certain executives upon completionour share price.

    • In addition, our compensation programs follow executive compensation governance best practices, including:

    • Robust stock ownership guidelines of 10x base salary for our Chairman and Chief Executive Officer, 5x for our President and Chief Operating Officer and Chief Financial Officer and 3x for all other executive officers.
    • Holding period requirement of 1-year after vesting of restricted stock units or the exercise of stock options to further align executive ownership with shareholder returns.
    • No excise tax gross-ups are provided in any change-in-control severance arrangements entered into after 2010.
    • Double trigger vesting provisions requiring both the occurrence of a change-in-control of the Merger, were directly relatedCompany and termination of employment in order for replacement awards to vest under our annual MICP and our Long-Term Incentive Compensation Plan.
    • No tax gross-ups on perquisites.
    • Compensation program risk assessment conducted annually and reviewed by the Compensation Committee.
    • Policy regarding forfeiture of incentive awards in the event of a financial restatement under certain circumstances.
    • Policies prohibiting hedging and discouraging pledging of Company stock are maintained.
    • Executive compensation opportunity is benchmarked at the 50th percentile of our peers.
    • Chief Executive Officer long-term incentive compensation mix historically has been at least 50% performance units.
    • Dividend equivalents are paid on certain equity compensation awards only if the underlying award is earned or vested.
    • Internal pay ratio between our Chairman and Chief Executive Officer and our President and Chief Operating Officer is reasonable.
    • Our 2013 Long-Term Incentive Plan expressly prohibits option re-pricing and cash buyouts of so called “out-of-the-money” options without shareholder approval.
    • Realizable pay analysis is conducted to demonstrate the impact of performance on pay actually realizable to our Chairman and Chief Executive Officer.

    Our Response to the MergerSay on Pay Vote:

    The Board has reviewed current views on corporate governance best practices and considered the strong shareholder support for our programs. Over 92% of shareholders voted in support of our Management Say on Pay proposal last year, reaffirming our view that our executive compensation programs are not expecteddesigned to recur. These one-time actions are not addressedreward pay for performance.

    At the 2014 Annual Meeting of Shareholders we will again hold an advisory vote to approve executive compensation. The Compensation Committee will continue to consider the results of these annual advisory votes in the general discussiongovernance and design of ourexecutive compensation philosophy or includedprograms as it evaluates what is in the benchmarking data and other information provided therein; instead, they are addressed in the discussion entitled “Specific Awards Granted in Connection with the Merger” below. Similarly, the employment agreement with our Executive Chairman, Nolan D. Archibald, was negotiated and signed in connection with the negotiation of the Merger Agreement between The Stanley Works and The Black & Decker Corporation. Mr. Archibald does not participate in all of the compensation programs applicable to other executive officers, and accordingly, the discussionbest interest of the Company’s executive compensation program generally does not address Mr. Archibald’s compensation. The elements of Mr. Archibald’s compensation are summarized in the section entitled “shareholders.



    Agreement with Nolan D. Archibald,Our Executive Chairman.Compensation Program”

    What is the purpose of Stanley Black & Decker’s executive compensation program?

    The purpose of our executive compensation program is to provide competitive remuneration asattract and retain talent and to reward our executives createfor performance that benefits the Company. To that end, we seek to compensate our executives in a manner that:

    13

    meet its 2008-2010 EPS, and ROCE threshold goals by 15% and 31%, respectively. Although this was due in part to the global economic downturn during the performance period, the goals were not met and, accordingly, no distributions were made with respect to the 2008-2010 LTIP performance period.

    Does the executive compensation program pay for performance?
    The Company’s executive compensation programs are designed to pay for performance. When measured against our peers, the Company’s executive compensation programs demonstrate strong alignment between executive pay and Company performance for 2010 and over the recently completed three-year performance cycle. The Company targets compensation for its named executive officers at the median of our peer group for similarly situated executives. The amount of compensation realized by our executives is intended to be in the higher ranges of the peer group when performance is strong and in the lower ranges of the peer group when we fail to meet our target performance objectives. Compensation was strongly aligned with our performance in 2010 and over the three-year period ending in 2010, with both near the 75th percentile of our peer group.
    Were the executive compensation programs adjusted following the Merger?
         Yes. Following the Merger, we adjusted base pay and target compensation levels for our executives to reflect the increased complexity and responsibilities associated with leading a company of our size. On average, our named executive officers (excluding Mr. Archibald) received a 24% increase to base salaries and a 22% increase in their target MICP bonuses. These adjustments were intended to approximate the median compensation levels for executives at a peer group of similarly sized companies.
    Is an appropriate portion of pay at risk for executives?
         Yes, a significant portion of executive compensation is at risk. The Company’s executive compensation programs are weighted heavily towards variable compensation in order to ensure that the bulk of targeted compensation is only delivered when tangible results warrant it. On average for our named executive officers, nearly 80% percent of compensation is at risk. This strengthens the alignment of executive and shareholder interests and provides a compelling incentive for executives to optimize business results. Variable compensation is balanced between annual and long-term incentive compensation, with a greater emphasis on the long-term component to promote the sustainability of business results.
    Is the appropriate peer group being used to benchmark executive compensation?
         We believe we are using an appropriate peer group to benchmark executive compensation. In 2010, in connection with the Merger, we adjusted the peer group we use to benchmark executive compensation. We recognized that the market in which we compete for executive talent changed, given the enhanced skills and experience required to manage a business of increased scale, global breadth and complexity. Accordingly, the Compensation Committee approved use of a new peer group for benchmarking executive compensation comprised of 18 similar-sized companies in the industrial machinery, electrical components, hardware, and household appliance industries to more appropriately reflect the labor markets in which we compete. The median revenue, market capitalization, and employees of the new peer group closely approximate the Company’s post-Merger scale. Because compensation levels are closely correlated with company size, this peer group will be used to benchmark compensation levels for our named executive officers. Performance under the 2009-2011 Long Term Incentive Program will be measured against the peer group that was identified as the applicable peer group at the time those awards were approved in 2009.
    14

    What other notable accomplishments occurred in 2010?
         The Company successfully executed a number of its strategic objectives, the most notable being the successful completion of the initial phase of integration of The Stanley Works and Black & Decker operations and achievement of associated cost synergies. Other highlights of our performance in 2010 include the following:
    • continued industry, geographic and customer diversification;
    • strong organic growth; and
    • introduction of new and innovative products in various businesses around the world.
    Setting Compensation

    Philosophy

    Process
         The Compensation and Organization Committee of our Board of Directors (the “Compensation Committee”) is responsible for developing and maintaining appropriate compensation programs and target compensation levels for our executive officers, including our named executive officers. In this connection, the Compensation Committee:
    15

         Role of Consultant
         To enhance the Compensation Committee’s ability to perform its responsibilities, the Compensation Committee has in recent years retained the services of an independent compensation consultant. The Compensation Committee retained Watson Wyatt Worldwide (“Watson Wyatt”) to consult and advise on executive compensation issues in early 2009. In July 2009, the Company retained Towers, Perrin, Forster & Crosby, Inc. (“Towers Perrin”) to advise on various compensation and benefits matters in connection with the Merger. At the end of 2009, Towers Perrin and Watson Wyatt merged to form Towers Watson. In 2010, the Compensation Committee retained the services of the newly formed Towers Watson to serve as the Compensation Committee’s independent compensation consultant and to advise on executive compensation matters. In considering the selection of Towers Watson, the Compensation Committee considered Towers Watson’s service to the Company and certain safeguards that Towers Watson implements to assure that the consultant acts independently. The Compensation Committee also considered Towers Watson’s well-developed understanding of our business, particularly in light of the Merger. The decision to retain Towers Watson as an advisor to the Compensation Committee was neither recommended nor opposed by management. As advisor to the Compensation Committee, Towers Watson reviews the total compensation strategy and pay levels for the Company’s named executive officers, examines all aspects of the Company’s executive compensation programs to ensure their ongoing support of the Company’s business strategy, informs the Compensation Committee of developing legal and regulatory considerations affecting executive compensation and benefit programs, and provides general advice to the Compensation Committee with respect to compensation decisions pertaining to the Chief Executive Officer and senior executives.
         In addition to executive compensation consulting services provided to the Compensation Committee, Towers Watson provided consulting and actuarial services to the Company on a variety of matters in 2010. The Company paid Towers Watson approximately $2,340,000 for all of the services they provided in 2010. Of that amount, approximately $250,000 related to executive compensation consulting services and a significant portion of the balance related to actuarial services provided in connection with the Company’s pension, health and welfare, and stock-based compensation plans.
    Philosophy

    As a general proposition, the Compensation Committee believes that aggregate expenditures for executive base salaries should be managed to the median of salary expenditures when compared to comparable companies. The Compensation Committee also believes that annual and long-term incentive compensation expenditures should be targeted at median market levels. Targeting the market median, while giving executives the opportunity to earn more (or less) than this amount based on Company performance, ensures that the Company can attract and retain the high caliber of executive talent it seeks. In October 2010,2013, the Compensation Committee reviewed the market data providedand other information presented by Pay Governance LLC (“Pay Governance”) and Towers Watson andWatson. The Compensation Committee found that, on average for the named executive officers (other than Mr. Archibald), actual2012 annual compensation (at target opportunity) was in fact targeted very close to the intended median positioning.

    Mr. Archibald, who retired from the Company in March 2013, had compensation levels negotiated in connection with the Merger (as discussed elsewhere in this Proxy Statement) and those levels were based on various legacy Black & Decker practices and other Merger-related factors.

                   Target Total Compensation
    Base Salary Base SalaryTarget Total Cash(excluding Merger Specific Awards)specific awards)
    Targeted Positioning: MedianMedian Median
    Actual Positioning:  
           - vs. Published Surveys2% Above Median3% Above Median9% Above Median
           - vs. Peer Group1% Below8% Above Median12% Above Median18% Above Median

    Process

    In developing and maintaining appropriate compensation programs and target compensation levels for our executive officers, including our named executive officers, the Compensation Committee:

    • monitors and evaluates executive compensation by periodically reviewing detailed “tally sheets” for each named executive officer. The tally sheets provide an overview of annual compensation and benefit values offered to each executive, the value of all outstanding equity awards, the accrued value of retirement benefits, and the amount of the Company’s other obligations in the event the executive’s employment terminates under various circumstances, including death, disability, involuntary termination without cause, or in connection with a change in control of the Company.
    • annually reviews market data prepared by its compensation consultant to ensure that compensation levels are in line with the labor markets in which we compete for executive talent. The primary set of market data comes from the compensation information publicly filed by the following 16 companies, our peer group.
    Danaher Corp.          2% Below MedianIngersoll-Rand          1% Below Median

    Peer Group
         As previously discussed in the Executive Summary, in 2010 we made changes to our peer group to better reflect the Company’s increased scale, global breadth and complexity. As of the 2010 fiscal year end, the median revenue ($8.9 billion), market capitalization ($7.6 billion), and employee count (33,700) of the peer group are commensurate with that of the Company. The new peer group consists of the following 18 companies:
    Cooper IndustriesIllinois Tool WorksSherwin Williams
    DanaherDover Corp.Ingersoll-RandJarden Corp.SPX Corp.
    DoverEaton CorporationMasco Corp.Jarden Corp.Textron
    Eaton CorporationEmerson ElectricMasco Corp.Newell RubbermaidTyco International
    Emerson ElectricIllinois Tool WorksNewell RubbermaidParker HannifinW. W. Grainger
    Fortune BrandsParker HannifinWhirlpool Corp.

    16


    These data points create ranges of compensation values that the Compensation Committee considers in setting executive salary levels and incentive opportunities that are consistent with the Company’s overall objectives. The benchmark data reviewed by the Compensation Committee are statistical summaries of the pay practices at these companies and are not representative of the compensation levels at any one organization.

    • annually reviews the Company’s financial performance, including an assessment provided by its compensation consultant of actual compensation received by the named executive officers and also the compensation realizable by our Chairman and Chief Executive Officer in relation to the performance of the Company. Based on the results of this assessment and within the broader framework of the Company’s annual and long-term financial results, the Compensation Committee assesses whether the Company’s incentive programs are working as intended and paying for performance. As noted in the Executive Summary, compensation realizable by our Chairman and Chief Executive Officer and received by our executive officers was strongly aligned with our performance over the three-year period.
    • discusses compensation matters, other than those pertaining to the Chairman and Chief Executive Officer, with our Chairman and Chief Executive Officer and other management representatives, and meets in executive session with its compensation consultant, without management present, to evaluate management’s input. The Compensation Committee also solicits comments from other Board members regarding its recommendations at regularly scheduled Board meetings.
    • establishes performance goals for the Company’s short-term and long-term performance award programs. Performance goals for our performance award programs are recommended by management based on the Company’s historical performance, strategic direction, and anticipated future operating environment, and are generally established during the first quarter of a performance cycle. These goals are tied to the Company’s strategic business plan and annual operating budget, which are approved by our Board at or prior to the time the goals are set. The Compensation Committee evaluates the appropriateness of the proposed goals, and from time to time requests its compensation consultant to opine on the degree of difficulty inherent in achieving those goals. The Compensation Committee has final authority over goal-setting and approves the goals when satisfied that they are set at reasonable but appropriately challenging levels.

    Role of Consultant

    To enhance the Compensation Committee’s ability to perform its responsibilities, the Compensation Committee has in recent years retained the services of an independent compensation consultant. The Compensation Committee has retained Pay Governance to consult and advise on executive compensation issues since October 2011. As advisor to the Compensation Committee, Pay Governance reviewed the total compensation strategy and pay levels for the Company’s named executive officers, examined all aspects of the Company’s executive compensation programs to ensure their ongoing support of the Company’s business strategy, informed the Compensation Committee of developing regulatory considerations affecting executive compensation and benefit programs, and provided general advice to the Compensation Committee with respect to compensation decisions pertaining to the Chairman and Chief Executive Officer and senior executives. Pay Governance works exclusively for the Compensation Committee and provides no other services to the Company.

    Compensation Components

    Pay Mix

    The Compensation Committee believes that a significant portion of each executive officer’s compensation opportunity should be at riskvariable in order to ensure that median or above-median compensation is only delivered when business results are strong and we have created value for our shareholders. The Compensation Committee also believes, however, that it is important to pay base salaries that relate appropriately to each executive’s level of responsibility, talent and experience in order to provide financial predictability to the individual. As illustrated in the Executive Summary, the mix of compensation between base salary, annual MICPmanagement incentive compensation and annual long-term incentivesincentive awards is targeted such that 70%approximately 75%–85% of our named executive officer’s total annual



    compensation is at riskvariable and dependent on performance results.

    The Compensation Committee believes this mix provides an appropriate balance between the financial security required to attract and retain qualified individuals and the Compensation Committee’s goal of ensuring that executive compensation rewards performance that benefits our shareholders over the long term.

    2010 Named Executive Officer Pay Mix
    (excluding Merger Specific Awards)

    Base Salaries

    The table below illustrates the current base salaries of our named executive officers (excluding Mr. Archibald) as of December 28, 2013. Mr. Archibald retired from the Company on March 12, 2013 and received the increases from 2009 related toamount of base salary set forth in the Merger.table on page 24. Salaries may exceed or trail the median for a variety of reasons, including performance considerations, experience level, length of service in current position, additional responsibilities, value to the Company beyond the core job description, or retention risk. As noted above, the base salaries of the named executive officers (other than Mr. Archibald)listed below are aligned with median market levels.

          2009     2010
    John F. Lundgren $1,050,000 $1,250,000
    Donald Allan, Jr. $350,000 $475,000
    Jeffery D. Ansell $400,000 $475,000
    Nolan D. Archibald N/A $1,500,000
    James M. Loree $610,000 $750,000
    December 28, 2013
    John F. Lundgren$1,300,000
    Donald Allan, Jr.$625,000
    Jeffery D. Ansell$625,000
    D. Brett Bontrager$525,000
    James M. Loree$810,000

        Annual Incentive Compensation - MICP

    All of our executive officers, including the named executive officers, participate in the annual incentive compensation programs under the Company’s 2006 Management Incentive Compensation Plan.2013 MICP. These programs are designed to balance the complementary short-term goals of profitability and stability, encouraging our executives to maximize profitability and efficiency while promoting stability in our annual operating condition. The 2013 program measures are evenlyincluded: EPS weighted between earnings per diluted share (“EPS”) andat 40%; cash flow multiple (operating cash flow less capital expenditures divided by net earnings) weighted at 40%; and organic sales growth weighted at 20%. The Compensation Committee believes appropriate weighting of these three metrics supports the objective of maximizing profitability, efficiency and growth while promoting stability in our annual operating condition, as EPS, cash flow and organic sales growth are essential for the growth of high quality earnings.

    Executives with group or divisional responsibility are also measured onhave additional measurements that can include such measures as divisional operating margin, and working capital management. management and organic sales growth. The Compensation Committee believes including these measurements for those with group or divisional responsibility, and providing appropriate weight among all such metrics for these executives, provides incentive for such executives to exercise financial discipline while growing their businesses and to bear in mind the interests of the Company as a whole, rather than only those of the groups or divisions they oversee, as part of the decision making process.

    With the exception of Mr. Archibald’s target award, which was established in his Employment Agreement at $1,875,000, target awards are set as a percentage of each officer’s base salary.salary in effect at the beginning of the performance period. For 2010,2013, the named executive officer target bonus opportunities were: Mr. Lundgren – 150%, Mr. Allan – 80%100%, Mr. Ansell – 80%100%, Mr. Bontrager– 100% and Mr. Loree – 100%. MICP payouts will vary from 0% to 200% of the target bonus opportunity depending on results.actual performance. MICP metrics and resulting performance are based upon normalized earnings. Our named executive officers do not receive a payout for a particular MICP metric in the event actual performance falls below threshold for that metric. In 2013, for example, there is no payout with respect to the EPS metric as actual performance fell below threshold. The weighting of measures, potential bonus payouts, and actual bonuses earned for 20102013 performance are illustrated in the table below.

      Weighting of Measures       Weighted Avg.  
      Corporate Group Potential Bonus Payouts Results on All  
        Cash Operating Working       Measures  
          EPS     Flow     Margin     Capital     Threshold     Target     Maximum     (% of target)     Payout
    John F. Lundgren 50% 50% 0% 0% $937,500 $1,875,000 $3,750,000 200% $3,750,000
    Donald Allan, Jr. 50% 50% 0% 0% $190,000 $380,000 $760,000 200% $760,000
    Jeffery D. Ansell 25% 25% 25% 25% $190,000 $380,000 $760,000 200% $760,000
    Nolan D. Archibald 50% 50% 0% 0%   $1,875,000   200% $1,875,000
    James M. Loree 50% 50% 0% 0% $375,000 $750,000 $1,500,000 200% $1,500,000


    17

         For 2010, the Company delayed setting performance goals until April due to the Merger, and established goals

    MICP Payout for a nine month performance period that ran from April 4, 2010 (the first day of the Company’s second quarter) through the end of the Company’s 2010 fiscal year. 2013 Performance

    Weighting of Measures
    CorporateGroupPotential Bonus PayoutsWeighted Avg.
                        Payout on All  
    CashOrganicOperatingWorkingOrganicMeasures
    EPSFlowSalesMarginCapitalSalesThresholdTargetMaximum(% of target)Payout
    John F. Lundgren40%40%20%0%0%0%$975,000$1,950,000$3,900,00088.6%$1,727,700
    Donald Allan, Jr.40%40%20%0%0%0% $312,500$625,000$1,250,00088.6%$553,750
    Jeffery D. Ansell20%20% 10%25% 15% 10%$287,500$575,000$1,150,000103.3%$593,975
    D. Brett Bontrager20%20%10% 25%15%10%$262,500 $525,000$1,050,00050.5%$265,125
    James M. Loree 40% 40%20%0%0%0%$405,000$810,000 $1,620,000 88.6% $717,660
    Nolan D. Archibald40%40%20%0%0%0%$1,875,00019.5%$364,726

    Actual performance in 2010 exceeded 20102013 with respect to corporate performance goals resultingresulted in a weighted average payout across all measurements equal to 200%88.6% of target for corporate executives. executives except for Mr. Archibald who retired from the Company in March 2013 and, pursuant to his Employment Agreement, received a prorated target bonus to reflect the number of days he participated in the MICP for 2013.

    The corporate performance goals and results for the 20102013 performance period are illustrated below:

                        2013 Result
         Threshold     Target     Maximum     2010 ResultThresholdTargetMaximum Actual
    EPS $2.13 $2.45 $2.76 $3.18$5.25$5.53 $5.81$4.98
    Cash Flow Multiple 80% 100% 120% 164% 80%100%120%108%
    Organic Sales Growth1.5% 2.5%3.5%3.1%

         The results of Mr. Ansell’s division exceeded performance goals established for that division. Accordingly, based

    Based on the corporate results discussed above and the results of his division, Mr. Ansell earned a bonus equal to 200%103.3% of his target bonus. Based on the corporate results discussed above and the results of his division, Mr. Bontrager earned a bonus equal to 50.5% of his target bonus. The specific divisional operating margin, and working capital and organic sales percent goals and results are not disclosed as the disclosure of such information would result in competitive harm to the Company and would be of limited additional use to investors. The Company does not disclose operating margingoals and working capital results for specific divisions; accordingly, there would not be comparable financial results to which an investor could refer.

    divisions.

    Long-Term Incentive Compensation

    The Compensation Committee believes that establishing a culture of stock ownership is an effective way to incentivize executives to achieve sustainable performance results and maximize long-term shareholder value. To that end, the Company is authorized to grant equity-based awards, including stock options, time-vesting restricted shares or units (“RSUs”), and performance-vesting shares or units (“performance units”) under its 20092013 Long-Term Incentive Plan. In 2010,2013, the Company granted stock options, RSU’s and performance-vesting restricted stockperformance units (“performance units”) to its named executive officers as part of their regular compensation packages. Excluding Merger-specific grants awarded in 2010,The Compensation Committee believes stock options and RSUs are useful vehicles for rewarding management for successful share price appreciation, aligning their interests with shareholders and bolstering retention. The performance units are a key component linking pay with performance and aligning management with the Company’s key strategic initiatives. The stock options and RSUs vest in four equal annual installments on the first four anniversaries of the grant date; the stockdate. Stock options expire 10 years from the grant date. The performance units for the performance period commencing in 20102013 will be earned or forfeited following the conclusion of a 2.5three year performance cycle depending on the achievement of pre-established EPS and ROCE performance goals for each year or portion thereof, in the cycle and a 2.5three-year TSR goal.

    The Compensation Committee includes EPS as a performance goal in both the annual incentive and long-term performance award program because it believes EPS is a critical driver of shareholder value over both near and longer-term time horizons. The Compensation Committee does not want managers pursuing other short or long-term goals without considering the effect on EPS. Further, the metric is weighted differently in the two plans. Because earnings growth is felt to be more readily achievable in the near-term, EPS is weighted 40% in the MICP but only at 35% in the performance unit plan (as described in more detail below). The Compensation Committee also believes that using EPS as one of the goals in annual incentives provides the Compensation Committee with flexibility to adjust short-term goals to reflect existing market conditions without losing the motivational and retentive value of the long-term performance award.



    In addition, because each of the annual EPS goals contained in a given 3-year long-term performance cycle is established in the first year TSR goal.of the cycle and the EPS goal for MICP is established each year, only the target EPS goal for the first year of the long-term performance cycle will be the same as the target EPS goal for the corresponding year’s MICP program and accordingly, the target EPS goals for the second and third years will likely not be the same as the target EPS goals for the corresponding years’ MICP programs. Moreover, because the range below and above target EPS is narrower in the MICP plan than the range in the long-term performance awards, the threshold and maximum EPS metrics will not be the same in both plans in any year. The Compensation Committee believes that the tighter range below and above target EPS for the MICP program is appropriate primarily due to the one-year time horizon.

    The Compensation Committee believes that the mix of stock options, RSUs and performance units places a substantial portion of compensation at risk and effectively links equity compensation values to shareholder value creation and financial results. The allocation of the long-term incentive values among stock options, RSUs and performance units varies by named executive officer. Our most senior officers have a greater percentage of their long-term incentive awards allocated to performance units than other officers and employees do because they have the greatest ability to influence the financial measures underlying the program. For Messrs. Lundgren and Loree, this equity mix has resulted in approximately 50% of the total long-term incentive value delivered in performance units. The following table shows the 20092012 and 20102013 allocation of regular long-term incentive awards for our named executive officers (other than Mr. Archibald):

      2010 2009
      Stock   Performance Stock   Performance
          Options     RSUs     Units     Options     RSUs     Units
    John F. Lundgren 19% 24% 57% 15% 57% 28%
    Donald Allan, Jr. 29% 37% 34% 18% 59% 23%
    Jeffery D. Ansell 29% 37% 34% 18% 57% 26%
    James M. Loree 22% 28% 50% 21% 57% 23%

    20132012
         Stock          Performance     Stock          Performance
    OptionsRSUsUnitsOptionsRSUsUnits
    John F. Lundgren23%25%52% 19%27%54%
    Donald Allan, Jr.28%31%41%28%37%35%
    Jeffery D. Ansell 29%32%39%28% 39% 33%
    D. Brett Bontrager27% 30% 43%29%40%31%
    James M. Loree26%28%46%22%30%48%

    The performance unit component of our current long-term incentive program is designed to pay out at market-competitive levels only when we achieve and sustain profitability and market return goals over three years. Accordingly, 40% of performance unit payouts are contingent upon improvement in return on capital employed (“ROCE”),ROCE, 35% on EPS growth, and 25% on total shareholder returnTSR relative to our peer group (“TSR”).peers. The weighting of these goals is designed to encourage participants to focus first on capital efficiency, second on long-term profitability, and third on value creation relative to our peers. This approach recognizes that stock returns typically take longer to develop versus earnings and that relative TSR, while an important assessment of long-term performance, is not as directly influenced by our management team. The ROCE computation is defined as net earnings divided by a two point average of capital employed; net earnings adds back after-tax interest expense and intangibles amortization, and capital employed represents debt plus equity less cash. The TSR calculation is based on an annualized rate of return reflecting share price appreciation and dividends paid during the measurement period with starting and ending prices measured as 20-day averages to account for daily trading volatility. For performance units granted prior to 2009, including the recently concluded 2008-2010 performance unit grant, award payouts were based only on the equally weighted measures of ROCE and EPS in the last year of the cycle. The Compensation Committee added the TSR measure in 2009 in order to more directly link compensation earned by our executives to shareholder value creation. While we may re-evaluate the measures used in the performance unit program in future years, or the weighting of those measures, we believe that ROCE, EPS, and TSR currently provide effective tools for measuring the value we create and sustain, assessing our achievement of strategic goals, and evaluating our long-term performance and potential.

    18

         The For example, in future awards the Company does not publicly disclosemay use a Cash Flow Return on Investment metric rather than ROCE if the performance goals forCompany determines it is important to emphasis cash flow in its three-year performance award programs until after the performance cycle has been completed and the Company’s financial statements for the relevant period have been filed. long-term plan.

    Performance goals for each performance cycle are recommended by management based on the Company’s historical performance, strategic direction, and anticipated future operating environment, and are generally established during the first quarter of the performance cycle. The Compensation Committee considers management’s recommended performance goals, the Company’s performance-to-date and strategic direction, and the nature of the Company’s future operating environment, and once satisfied with the degree of difficulty associated with goal achievement, approves the targets for each performance cycle. As a general rule, the Compensation Committee seeks to establish goals such that the likelihood of missing the target goal is at least as high as the likelihood of achieving the target goal based on reasonable assumptions and projections at the time of grant;grant.



    Threshold, target and maximum EPS and ROCE goals are established in the Compensation Committee may establishfirst year for each fiscal year, or portion thereof, for the target atperformance period. At the end of the performance period, a higher or lower levelweighted average payment is made based on performance achieved by the end of each fiscal year during the period relating to these goals plus an amount related to achievement of TSR goals. The goals and resulting performance for our long-term performance periods are based on normalized earnings. The threshold and maximum performance goals for the 2012-2014 and 2013-2015 performance cycles are as follows:

    EPSROCETSR
    ThresholdMaximumThresholdMaximumThresholdMaximum
    2012-2014     Year 1     $5.26     $6.43     Year 1     12.0%     14.0%          
    PerformanceYear 2$5.80$7.09Year 213.3%15.3%25th75th
    CycleYear 3$6.38$7.80Year 313.9%15.9%percentilepercentile
     
    2013-2015Year 1$4.98$6.08Year 19.7%11.7% 
    Performance Year 2 $5.30 $6.48Year 2 10.0%12.0% 25th75th
    CycleYear 3$5.79$7.07 Year 311.0% 13.0%percentilepercentile

    The award opportunities associated with the 2012-2014 performance cycle are set forth in appropriate circumstances.

    the Company’s March 15, 2013 Proxy Statement on page 17.

    For the 2010 - 20122013-2015 performance cycle, which commenced July 4, 2010,January 1, 2013, the Compensation Committee delayed establishing performance goals due to the Merger. In establishing performance goals for that performance cycle, the Compensation Committee considered the likely effects of the Merger and determined that the likelihood of missing the target goal is at least as high as the likelihood of achieving the target goal.

         Target The EPS and ROCE goals for the 2013-2015 performance unit awardscycle are set as a percentage of each officer’s base salary and converted to a number of shares atlower than those for the beginning2012-2014 performance cycle primarily because they reflect the significant divestiture of the three-year performance period. For the 2010-2012 performance cycle, the named executive officer threshold, target, and maximum performance unit opportunities,Company’s HHI business in 2012 as a percentage of base salary werewell as follows: Mr. Lundgren – 150/300/500%, Mr. Allan – 40/80/160%, Mr. Ansell – 40/80/160%, and Mr. Loree – 125/250/400%.unfavorable changes in currency exchange rates. The following tablestable illustrates the award opportunities associated with the 2010-20122013-2015 performance unit cycle and thecycle.

    2013-2015 Performance Cycle

    Potential Performance Units Earned
         Threshold     Target     Maximum
    John F. Lundgren24,63149,26182,102
    Donald Allan, Jr.3,9477,89415,789 
    Jeffery D. Ansell  3,631  7,263  14,526  
    D. Brett Bontrager3,3166,63113,263
    James M. Loree12,78925,57840,925



    2011-2013 Performance Cycle

    The goals, actual performance results and payouts associated with the recently completed 2008-20102011-2013 performance unit cycle.

    cycle are illustrated in the following two tables. The results achieved for the 2011-2013 performance cycle resulted in a weighted average goal achievement across all measures of 61.3% of target. The results achieved for the 2013 EPS and ROCE goals, as well as the 3-year TSR metric fell below threshold and as a result, no payout was made with respect to those metrics. In determining whether the EPS and ROCE performance goals were met for the 2011-2013 performance cycle, certain adjustments were made to reflect the impact of recent acquisitions and divestitures. The actual weighted average payouts in shares as a percent of target are lower for Messrs. Lundgren and Loree than the other named executive officers because the percentage difference between their respective target and maximum potential payouts is smaller than the spread for the other named executive officers. Mr. Archibald was not a participant in the Company’s long-term performance programs.

    Goals
    EPSROCETSR
    ThresholdTargetMaximumAchievedThresholdTargetMaximumAchievedThresholdTargetMaximumAchieved
    Y 1$4.60$4.85$5.09$5.24Y 110.4%11.4% 12.4%11.7%  
    Y 2   $4.95   $5.50   $6.05   $5.34   Y 2    11.8%   12.8%   13.8%    12.4%   25th   50th   75th   16th
    Y 3$5.40$6.00$6.60 $5.29Y 313.3% 14.3%15.3%11.6%percentilepercentilepercentilepercentile

    2010-2012 Performance Cycle*
    Weighted
     Potential Performance Units EarnedPotential Performance UnitsActual PayoutAverage Payout
         Threshold     Target     MaximumThresholdTargetMaximum(shares)(% of target)
    John F. Lundgren 36,721 73,443 122,405      25,787      51,575       85,958            28,924         56.1%
    Donald Allan, Jr.   3,721   7,442   14,8842,6135,22610,4523,20461.3%
    Jeffery D. Ansell   3,721   7,442   14,8842,6135,22610,452 3,20461.3%
    D. Brett Bontrager2,476 4,9519,902 3,035 61.3%
    James M. Loree 18,361 36,721   58,75412,89425,787 41,26014,192 55.0%

    *Mr. Archibald will receive a cost synergy bonus pursuant to his employment agreement on March 12, 2013, provided certain goals are met, and therefore is not a participant in the Company’s long term performance award programs.

    2008-2010 Performance Cycle

      2008 – 2010 Target Potential Performance Units Earned Actual Results*  
      Performance Goals            
          ROCE     EPS     Threshold     Target     Maximum     ROCE     EPS     Payout
    John F. Lundgren 15.6% $4.57 15,780 31,560 63,120 10.7% $3.88 0
    Donald Allan, Jr. 15.6% $4.57 1,052 2,104 4,208 10.7% $3.88 0
    Jeffery D. Ansell 15.6% $4.57 2,209 4,418 8,836 10.7% $3.88 0
    James M. Loree 15.6% $4.57 4,881 9,762 19,524 10.7% $3.88 0

    *In determining whether the performance goals were met for the 2008-2010 LTIP, merger and acquisition related costs incurred in 2010 primarily with respect to the Merger were excluded for purposes of computing ROCE and EPS; EPS also was adjusted to exclude a second-quarter 2010 tax-related benefit. The results shown in the foregoing table reflect these adjustments.
    Special Compensation

    Working Capital Incentive Program

         In July 2010,

    As previously discussed in our March 11, 2011 Proxy Statement, the Company granted certain employees, including Messrs. Lundgren, Allan, Ansell, Bontrager and Loree, the opportunity to earn awards pursuant to a working capital incentive program.program as long as certain working capital goals were achieved and sustained over the 2010-2013 performance period. The awards were approved by the Compensation Committee on July 15, 2010 under the Company’s 2009 Long-Term Incentive Plan and will be earned only if the Company achieves an established number of working capital turns by June 30, 2012 and sustains that rate of working capital turns for at least six months thereafter. The program is modeled on the Special Bonus Program adopted for the legacy Stanley business in 2007, pursuant to which the Company achieved seven times working capital turns and 6.2 times inventory turns by the end of 2009.2010. We believe working capital turns is an important measure of our efficiency and overall performance standards. Award opportunities under this program are payable in stock or cash, at the Compensation

    19

    Committee’s discretion, for senior executives and in cash for other eligible participants. The shares that may be earned by our named executive officers under the 2010 Working Capital Incentive Program are as follows: Mr. Lundgren – 36,721, Mr. Allan – 7,442, Mr. Ansell – 7,442, and Mr. Loree – 14,689.

    In July 2010,2013, the Compensation Committee determined that the Company had achieved the performance goals associated with the 2007-2009 Special Bonus Program. As noted above, the goals of seven times2010-2013 working capital turns and 6.2 times inventory turns were achieved by the endprogram. The maximum goal of 2009, and theeight working capital turns goal was sustained for six months thereafterexceeded (excluding the effects of acquisitions greater than $50.0 million) which generated approximately $700 million of cash flow over the Merger). The Committee elected to distribute awards in cash rather than shares.measurement period. As a result, the awards were paid to our named executive officers in cash (excluding Mr. Archibald, who was not a participant in the program) in August 2010.the third quarter of 2013. The payouts associated with this program are illustrated in the table below:

    Payout
    Payment Amount(shares)
    John F. Lundgren$592,80036,721
    Donald Allan, Jr.$88,9207,442
    Jeffery D. Ansell7,442
    D. Brett Bontrager$118,5607,051
    James M. Loree$414,96014,689

    Specific Awards Granted in Connection with the Merger Cost Synergy Bonus

    In connection with the Merger, the Company had entered into an employment agreement with Nolan D. Archibald. As discussed in order to address retention risk and discrepanciesdetail in compensation packages between Stanley and Black & Decker executives and create incentives to help ensure the success of the Merger, the Compensation Committee approved the following awards:

    page 24.

    Benefits & Perquisites

    Retirement Benefits

    The Compensation Committee believes that offering a full complement of compensation and benefit programs typically extended to senior executive officers is crucial to the attraction and retention of high-caliber executive talent. Prior to the Merger,To that end, the Company offered variouscurrently offers retirement programs to its executive officers includingunder two plans: the Stanley Black & Decker Retirement Account Value Plan;Plan and the Stanley Black & Decker Supplemental Retirement Account Plan, which are more fully described on pages 25-26 and Account Value Plan for Salaried Employees of The Stanley Works; and a CEO Make-Whole Retirement Arrangement for Mr. Lundgren. The33-34, respectively. Prior to 2007, when the program was closed to new participants, the Company also maintainedprovided supplemental retirement benefits to certain executives pursuant to The Stanley Works Supplemental Executive Retirement Program, for whichProgram. Those executives, who were participants in the program prior to 2007, including Messrs. Lundgren and Loree, wereretain this benefit. This Program is described on page 32. Prior to the only eligible named executive officers. The Company continued to offer these benefits to legacy employees of The Stanley Works following the Merger, while Black & Decker employees continued to be coveredexecutives accrued benefits under Black & Decker’s retirement programs. Mr. Archibald became

    20

    a participant in the Stanley Account Value Plan immediately following the Merger and also was covered under certain retirement plans sponsored by Black & Decker during 2010. The arrangements in which our named executive officers participated are described in more detail beginning on page 23 under the headings “Summary Compensation Table,” “Pension Benefits,” and “Non-Qualified Defined Contribution and Deferred Compensation Plans.”Decker. Effective January 1, 2011, those executives became eligible to participate in the Company adopted revised retirement programs thatStanley Black & Decker Retirement Account Plan and the Stanley Black & Decker Supplemental Retirement Account Plan and their benefits under Black & Decker Plans were frozen and ceased to accrue unless there were accruals during a large extent replace the programs that were in place prior to the Merger; those programs are described on pages 33-35salary continuation period, as provided under the headings “Retirement Programs effective January 1, 2011.” The CEO Make-Whole Retirement Arrangement for Mr. Lundgren and The Stanley Works Supplemental Executive Retirement Program, which has been closed to new participants since 2007, remain in place.
    such plans.

        Employment Agreements

    The Company has followed the practice of entering into a written employment agreement with its Chief Executive Officerchief executive officer for many years.years in order to provide continuity of leadership. Consistent with this practice, the Company entered into an employment agreement with JohnMr. Lundgren in March 2004, which was amended and restated on December 10, 2008 to comply with rules enacted under Section 409A of the Internal Revenue Code of 1986, as amended.amended (the “Code”). In 2009, Mr. Lundgren’s agreement was again amended and restated in connection with the Merger and became effective upon completion of the Merger on March 12, 2010. On January 13, 2013, the Company and Mr. Lundgren agreed that his employment agreement is to be construed and interpreted to reflect (i) that he has ceased to serve as the President of the Company and (ii) that effective March 13, 2013, he will assume the additional role and responsibilities of Chairman of the Board of the Company.

    In connection with the Merger, the Company also entered into written employment agreements with James M. Loree, itsas Executive Vice President and Chief Operating Officer, and Nolan D. Archibald, itsas Executive Chairman. Both of these agreements became effective upon completion of the Merger on March 12, 2010. Mr. Archibald’s agreement expired on March 12, 2013 and he has retired from his position as Executive Chairman of the Company. On January 13, 2013, the Company and Mr. Loree agreed that his employment agreement is to be construed and interpreted to reflect (i) that he has ceased to serve as Executive Vice President of the Company and (ii) that he will serve as President and Chief Operating Officer of the Company.

    Detailed descriptions of the employment agreements with Messrs. Lundgren Loree and ArchibaldLoree are set forth under the heading “Executive Officer Agreements” on pages 35-37.34-36.

        Change in Control Agreements and Severance Agreements

    The Compensation Committee has determined that to be competitive with prevailing market practices, to enhance the stability of the executive team, and to minimize turnover costs associated with a corporate change in control, it is important to extend special severance protection for termination of employment as a result of a change in corporate control to certain employees. Therefore, the Company has entered into change in control agreements with certain members of senior management, including the named executive officers (other than Mr. Archibald). Severance protections were established based on prevailing market practices when these agreements were put in place for each of our named executive officers. The severance benefits that would have been payable at December 31, 201028, 2013 to Messrs. Lundgren, Allan, Ansell, Bontrager and Loree in the event of termination following a change in control are set forth under the heading “Termination and Change in Control Provisions” beginning on page 37.

    Perquisites
         As a general rule, the Company does36. Golden parachute excise tax gross-ups have not believe it is necessary for the attractionand will not be included in any new change in control or retention of executive talent to provide our executives with a substantial amount of compensation in the form of perquisites. severance agreement or arrangement entered into after 2010.



    Perquisites

    The Company does, however, provideprovides certain perquisites to its executive officers as part of its overall compensation program. These perquisites do not constitute a significant percentage of any executive’s total compensation package and are comparable to perquisites offered by the companies with somewhom the Company competes for talent. The perquisites includingcurrently provided are: financial planning services, life and long-term disability insurance, car allowance, home security system services, executive medical exams, and up to $5,000 of companyCompany products for Messrs. Lundgren and Archibald and $2,000 of companyCompany products for other executive officers as more fully set forth on page 24.25. The provision of financial planning services, life and long-term disability insurance, a car allowance and executive medical exams is consistent with general market practice and, the Compensation Committee believes, provides benefit to the Company in encouraging the Company’s executives to maintain their health and financial well-being. The Company alsoprovides home security services to certain executives to help ensure their safety and that of their families. The Company product programs are designed to encourage Company executives to use, and encourage others to use, Company products. In the employment agreement executed with Mr. Archibald in connection with the Merger (which agreement expired on March 12, 2013 in connection with his retirement), the Company agreed to continue to provide Mr. Archibald with certain perquisites that he had been receiving as of December 31, 2008 pursuant to his employment agreement with Black & Decker prior to the Merger, including business and personal use of Black & Decker’s aircraft (now the Company’s aircraft), as is more fully set forth at page 24.

    . The Company does not provide tax gross-ups on any perquisites other than gross-ups relating to certain perquisites that had been provided to Mr. Archibald, which he was entitled to under his employment agreement, which agreement expired on March 12, 2013 in connection with his retirement.

    Other Compensation Policies

        Stock Ownership GuidelinesPolicy

    In furtherance of the Company’s objective to create an ownership culture and because the Compensation Committee believes it is important forthe meaningful investment by executive officers and other senior employees to have a meaningful investment in the Company we have established minimum guidelinesbetter aligns their interests with those of the Company’s shareholders, the Company maintains a Stock Ownership Policy for executive stock ownership. These guidelines requireExecutive Officers. This policy requires stock ownership to reach the minimum levels laid out in the table below within a five-year period commencing on the date of hire or promotion to a senior management position. Awards to participants under the Company’s long-term incentive programs are subject to transferability restrictions to the extent that a participant does not hold the minimum ownership levels at the time the award is distributed. This policy also requires that executive officers hold the net after tax shares received upon vesting of RSUs or the exercise of stock options granted on or after February 14, 2012 for a period of one year post vesting or exercise, as applicable. A copy of this policy is available on the “Corporate Governance” section of the Company’s website at www.stanleyblackanddecker.com.

    21

    Minimum Ownership
    CEO300%1,000% of base salary
    COO and CFO200%500% of base salary
    Other Executive Officers100%300% of base salary

        Timing of Stock Option and RSU Grants

    With the exception of grants made to French participants, annual grants of stock options and restricted stock unitsRSUs to executive officers are usually made at a regularly scheduled meeting of the Compensation Committee held during the fourth quarter of each year. The grant date of stock option and RSU awards is the date of the Board meeting held during the fourth quarter (typically the day after the Compensation Committee meeting) and grants to other eligible employees typically are approved on the same date. The exercise price for all stock option grants other than those to French participants is the average of the high and low price of a share as quoted on the New York Stock Exchange Composite Tape on the date of grant. The grant date for awards to French participants is the first date on which grants may be made consistent with French legal and tax requirements following the date on which annual grants are made to our other employees. The exercise price of stock options for French participants is the higher of the average of the high and low stock price on the date of grant and 80% of the average opening price on the New York Stock Exchange for the 20 days preceding the date of grant.



    The Compensation Committee may occasionally make off-cycle grants during the year. These are typically associated with promotions, hiring, acquisitions, or other significant business events that would likely have an adverse impact on our abilityand such grants are necessary to attract or retain management talent. The Compensation Committee has delegated authority to the Company’s Chief Executive Officer to make annual grants and occasional off-cycle grants to employees who are not executive officers of the Company. The grant date for any grants made by the Company’s Chief Executive Officer is either the date the grant authorization is signed by the Chief Executive Officer or a later date specified in the grant authorization.

    Tax Deductibility Under Section 162(m)

    Under Section 162(m) of the Internal Revenue Code, the Company may not be able to deduct certain forms of compensation in excess of $1,000,000 paid to any of the Chief Executive Officer and the three other most highly compensated named executive officers who are employed byat the Company at year-end.end of the year (other than the Chief Financial Officer). The Company believes that it is generally in the Company’s best interests to satisfy the requirements for deductibility under Section 162(m). Accordingly, the Company has taken appropriate actions, to the extent it believes feasible, to preserve the deductibility of annual incentive and long-term performance awards. However, notwithstanding this general policy, the Company also believes there may be circumstances in which the Company’s interests are best served by maintaining flexibility in the way compensation is provided, whether or not compensation is fully deductible under Section 162(m).

        Hedging; Pledging

    The Company’s Board of Directors has adopted a policy against hedging transactions and discouraging pledging transactions. Pursuant to the policy, hedging is not permitted, and any officer, director or employee who wishes to pledge shares must obtain the prior approval of the General Counsel. This policy is included in the Company’s Business Conduct Guidelines, which are available on the “Corporate Governance” section of the Company’s website at www.stanleyblackanddecker.com.

        Forfeiture of Awards in the Event of Restatement

    The Company’s Board of Directors has adopted a “recoupment” policy relating to unearned incentive compensation of executive officers. Pursuant to this policy, in the event our Board or an appropriate committee thereof determines that any fraud, negligence or intentional misconduct by an executive officer was a significant contributing factor to the Company having to restate all or a portion of its financial statements, the Board or(or committee thereof) will take, in its discretion, such action as it deems necessary to remedy the misconduct and prevent its recurrence. Such actions may include requiring reimbursement of bonuses or incentive compensation paid to the officer after January 1, 2007, requiring reimbursement of gains realized upon the exercise of stock options, and cancellation of restricted or deferred stock awards and outstanding stock options. In determining what actions are appropriate, the Board or(or committee thereof) will take into account all relevant factors, including whether the restatement was the result of fraud, negligence or intentional misconduct. A copy of this policy is available on the “Corporate Governance” section of the Company’s website at www.stanleyblackanddecker.com.

    22

    Assessment of Risk Arising from Compensation Policies and Practices

    The Compensation CommitteeCompany has considered whether the Company’sits compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company and has concluded that the Company’s compensation policiespractices and practicespolicies do not create such risks. This conclusion was based on the following considerations:

    As discussed above on pages 15 and 16, under the MICP, each participant has an opportunity to earn a threshold, target or maximum bonus amount that is contingent on achieving established performance goals. For 2013, the corporate goals consisted of EPS, organic sales growth and cash flow multiple (operating cash flow less capital expenditures divided by net earnings); divisional managers had additional performance goals with respect to divisional operating margin, working capital management and group organic sales percent, each of which had been deemed by the Compensation Committee to be an important measure of divisional contribution to overall corporate success. Further, achievement of corporate goals and divisional goals are weighted equally in determining bonuses, making it unlikely any employee or group of employees would pursue achievement of divisional goals in a manner that would have an adverse impact on the overall corporate goals. While managers other than named executive officers might have individual performance goal targets as a component of their MICP award as well, achievement of individual goals would account for only a small percentage of the total bonus opportunity, making it unlikely that any individual would pursue achievement of an individual goal in a manner that would jeopardize performance of his or her division as a whole or the Company as a whole.



    The Company’s long-term incentive programs similarly are not likely to create risks that are reasonably likely to have a material adverse effect on the Company. As discussed above on pages 16-19, there are two elements to the Company’s long-term incentive programs: (i) grants of stock options and/or RSUs that vest over time (typically four years) and (ii) grants of performance units that vest based on performance over a specified period of time (typically three years). The RSU and stock option grants align recipients’ interests with those of the Company’s shareholders in maintaining or increasing share value, making it unlikely that award recipients will pursue behaviors that create a material risk to the Company. Performance grants generally are earned based on achievement of corporate performance goals. A portion of each performance award is contingent on achieving stated levels in EPS during the performance period, a portion is based on targets relating to ROCE, and a portion is contingent on achieving TSR relative to a peer group. As noted on pages 15-17, the Company believes that using EPS and ROCE as performance measures provides appropriate incentives for management to optimize the principal financial drivers that generate shareholder return and reinforce the Company’s quest for continued growth. Including TSR as a performance measure encourages management to continuously benchmark Company performance against that of a broadly defined group of comparable companies, further supporting the Company’s quest for growth. In determining whether EPS and ROCE goals have been met, the Compensation Committee retains the discretion to adjust the manner in which achieved EPS and ROCE are determined to take into account certain nonrecurring events (such as significant acquisitions or divestitures). Providing the Compensation Committee this discretion allows the Compensation Committee to ensure the results are comparable to the originally established targets. It also has the effect of eliminating any incentive to take a particular action in order to increase the bonus that would be distributed at the end of the applicable performance period.

    The Company has occasionally granted long-term incentive awards to employees to encourage them to reach goals different from those above, such as the working capital turns and inventory turns objectives. Typically, such programs are designed to incentivize employees to improve the overall performance of the Company, or a particular business, by requiring improvement in processes and, as such, are unlikely to encourage behavior that would have a material adverse effect on the Company.

    Other incentive programs that may be available are common in companies in durable goods and services businesses, such as commissions on sales for sales representatives. None of these programs accounts for a significant percentage of the relevant business unit’s revenues, and no one business unit carries a significant portion of the Company’s risk profile.

    Based on all of the above, the Company has concluded that its compensation policies and practices for its employees do not create risks that are likely to have a material adverse effect on the Company.



    Summary Compensation Table

    The table below summarizes the total compensation for the applicable periods forfor: those individuals who served as Chief Executive Officer or Chief Financial Officer of the Company during the fiscal year ended January 1, 2011December 28, 2013 (“fiscal year 2010”2013”) and for the three most highly compensated executive officers of the Company serving as such at the end of fiscal year 20102013 other than the CEO and CFOCFO; and one individual that would have been included in this group but for the fact that he was not serving as an executive officer at the end of fiscal year 2013 (collectively the “named executive officers”).

    (a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
                  Change in    
                  Pension Value    
                  and    
                  Nonqualified    
                Non-Equity Deferred All  
            Stock Option Incentive Plan Compensation Other  
    Name and   Salary Bonus Award(s) Awards Compensation Earnings Compensation  
    Principal Position   Year   ($)   ($)   ($)   ($)   ($)   ($)   ($)   Total
    John F. Lundgren, 2010 1,208,433 0 25,347,725 1,255,500 4,342,800 159,663 416,138 32,730,259
    President and CEO 2009 1,050,000 0 5,091,241 893,250 2,100,000 379,550 88,476 9,602,517
      2008 1,041,667 0 1,829,068 1,655,000 1,213,210 0 318,619 6,057,564
                       
    Donald Allan, Jr., 2010 443,850 0 4,002,349 334,800 848,920 0 125,656 5,755,575
    Senior Vice President and 2009 350,000 0 804,639 178,650 420,000 0 33,500 1,786,789
    CFO 2008 287,500 0 279,771 43,275 152,864 0 50,429 813,839
                       
    Jeffery D. Ansell, 2010 456,250 290,000 4,002,349 334,800 878,560 0 132,555 6,094,514
    Senior Vice President & 2009 400,000 0 837,140 178,650 480,000 0 37,516 1,933,306
    Group Executive, 2008 391,666 0 382,096 86,550 290,800 0 70,666 1,221,778
    Construction & DIY                  
                       
    Nolan D. Archibald 2010 1,187,500 0 3,325,031 19,665,004 1,875,000 1,579,878 604,152 28,236,565
    Executive Chairman                  
                       
    James M. Loree, 2010 720,833 0 14,945,442 837,000 1,914,960 530,983 293,685 19,242,903
    Executive Vice President 2009 610,000 0 2,307,946 595,500 976,000 258,922 60,661 4,809,429
    and COO 2008 605,000 0 1,053,760 288,500 562,929 0 159,925 2,670,114

    (a)(b)(c)(d)(e)(f)(g)(h)(i)(j)
    Change in
    Pension Value
    and
    Nonqualified
    Non-EquityDeferredAll
    StockOptionIncentive PlanCompensationOther
    Name andSalaryBonusAward(s)AwardsCompensationEarningsCompensation
    Principal Position   Year   ($)   ($)   ($)   ($)   ($)   ($)   ($)   Total
    John F. Lundgren,20131,300,00005,273,4021,552,5001,727,700434,022379,53810,667,162
    Chairman and CEO20121,270,83305,325,1461,301,2502,325,0002,324,469511,17513,057,873
    20111,250,00005,409,6781,359,0003,504,3751,620,596584,22213,727,871
     
    Donald Allan, Jr.,2013625,00001,048,601414,000553,750095,7162,737,067
    Senior Vice President and2012579,1670907,440347,000570,4000132,9912,536,998
    CFO2011516,6670834,156362,400710,2200190,1672,613,610
     
    Jeffery D. Ansell,2013579,16701,001,184414,000593,975094,8662,683,192
    Senior Vice President and2012529,1670869,471347,000705,4000103,8832,554,921
    Group Executive,2011495,8330834,206362,400719,0000161,3952,572,834
    Construction & DIY
     
    D. Brett Bontrager2013525,0000839,880310,500418,729081,6712,175,780
    Senior Vice President and2012479,1670857,803347,000364,520043,9152,092,405
    Group Executive,2011460,4170812,962362,400895,8900106,1072,637,776
    Stanley Security Solutions
     
    James M. Loree,2013810,000 02,976,1811,035,000717,6602,825,465190,579 8,554,885
    President and COO 2012 785,0000 3,027,988 867,500967,2001,480,620 203,8777,332,185
    2011765,00002,956,745906,000 1,401,750 987,233315,8387,332,566
     
    Nolan D. Archibald,2013308,14000051,717,2020441,42952,466,771
    Former Executive Chairman20121,500,00003,325,0253,325,0021,875,0005,946554,16510,585,138
    20111,500,00003,325,0253,325,0001,875,0001,657,541627,90012,310,466

    Footnote to Column (a) of Summary Compensation Table
    Mr. Archibald was elected Executive Chairman of the Company effective March 12, 2010, in connection with the Merger. The information included in the Summary Compensation Table does not include compensation earned by Mr. Archibald in his role as Chairman and Chief Executive Officer of The Black & Decker Corporation prior to the Merger.
    Footnote to Column (d) of Summary Compensation Table
    The amount set forth in this column reflects a bonus paid to Mr. Ansell in connection with his relocation to Maryland following the Merger.

    Footnote to Column (e) of Summary Compensation Table
    This column reflects the aggregate grant date fair value of all restricted stock unitsRSUs and the target value of performance awards granted during the fiscal years ended January 1,December 28, 2013, December 29, 2012 and December 31, 2011, January 2, 2010, and January 3, 2009, respectively, in accordance with Financial Accounting Standards Board (“FASB”) Codification Topic 718—Stock Compensation. See footnote J of the Company’s report on Form 10-K for the applicable fiscal year for assumptions used in the valuation of these awards and related disclosures. The grant date fair value of performance award grants included in this column, assuming performance at maximum, for grants made in fiscal years 2010, 2009,2013, 2012, and 2008,2011, respectively, is as follows: Mr. Lundgren, $7,297,936/$5,942,543/$2,869,980/5,933,085/$2,791,166;5,568,599; Mr. Allan, $1,026,944/$1,186,464/$382,641/873,367/$186,078;672,562; Mr. Ansell $1,026,944/$1,091,556/$437,336/797,429/$390,728;672,562; Mr. Bontrager, $996,648/$721,490/$637,143; Mr. Loree, $3,365,271/$2,940,154/$1,111,561/2,961,825/$863,351.2,677,352. The dollar amounts listed do not necessarily reflect the dollar amounts of compensation actually realized or that may be realized by our named executive officers.

    Footnote to Column (f) of Summary Compensation Table
    This column reflects the aggregate grant date fair value of all stock options granted during the fiscal years ended January 1,December 28, 2013, December 29, 2012 and December 31, 2011, January 2, 2010, and January 3, 2009, respectively, in accordance with Financial Accounting Standards BoardFASB Codification Topic 718—Stock Compensation. See footnote J of the Company’s report on Form 10-K for the applicable fiscal year for assumptions used in the valuation of these awards and related disclosures.



    Footnote to Column (g) of Summary Compensation Table
    The dollar amounts set forth in this column reflect (i) incentive compensation earned pursuant to the 2007-2009 Special Bonus Program, which were paid in cash in July 2010, and (ii) incentive compensation earned pursuant to the Company’s MICP for the 2013, 2012, and 2011 fiscal years, respectively, plus, for Mr. Ansell for fiscal years 2012 and 2011, a retention bonus established in March 2010 in connection with the Merger and for Mr. Bontrager for fiscal 2013 and 2011, a cost synergy bonus relating to the Merger. For Mr. Archibald the amount set forth in this column for fiscal year which vested upon distribution2013, includes a synergy bonus as a result of the Company having achieved greater than $350 million in cost savings attributable to the Merger as provided in his employment agreement entered into at the time of the Merger. MICP incentive compensation for 2013 is paid during the first quarter of the 20112014 calendar year.

    23

    Footnote to Column (h) of Summary Compensation Table
    The following amounts included in this column are attributable to the following plans:

    Increase in actuarial present value of Mr. Lundgren’s benefit under the CEO Make-Whole Retirement Arrangement for fiscal year 2010 – $159,663. See the footnote to Column (d) of Pension Benefits Table on page 31 for the assumptions used in making this calculation. For fiscal year 2009, the increase in actuarial present value of Mr. Lundgren’s benefit under the CEO Make-Whole Retirement Arrangement was $379,550. For fiscal year 2008, there was no increase in actuarial present value of Mr. Lundgren’s benefit under the CEO Make-Whole Retirement Arrangement.

    Increase in actuarial present value of Mr. Archibald’s benefit for the period March 12, 2010 through January 1, 2011 for the plans in which he was a participant are as follows: $14,216 under The Black & Decker Pension Plan, $847,303 under The Black & DeckerStanley Supplemental Executive Retirement Plan and $718,359 under The Black & Decker Supplemental Pension Plan.for fiscal year 2013 is $434,022. See the footnote to Column (d) of the Pension Benefits Table on page 3134 for the assumptions used in making these calculations.
    this calculation. For fiscal year 2012, the increase in actuarial present value of Mr. Lundgren’s benefit under the Stanley Supplemental Executive Retirement Plan was $2,324,469. For fiscal year 2011, the increase in actuarial present value of Mr. Lundgren’s benefit under the Stanley Supplemental Executive Retirement Plan was $1,620,596.

    Increase in actuarial present value of Mr. Loree’s benefit under The Stanley Works Supplemental Executive Retirement Program for fiscal year 2010 -- $530,983.2013 is $2,825,465. See the footnote to Column (d) of the Pension Benefits Table on page 3134 for the assumptions used in making this calculation. For fiscal year 2009,2012, the increase in actuarial present value of Mr. Loree’s benefit under The Stanley Works Supplemental Executive Retirement Program was $258,922.$1,480,620. For fiscal year 2008, there was no2011, the increase in actuarial present value of Mr. Loree’s benefit under The Stanley Works Supplemental Executive Retirement Program.

    Program was $987,233.

    There was no increase in actuarial present value of Mr. Archibald’s benefit under The Stanley Black & Decker Pension Plan for fiscal year 2013. Mr. Archibald commenced receiving a single life annuity under the Stanley Black & Decker Pension Plan on April 1, 2013. See the footnote to Column (d) of the Pension Benefits Table on page 34 for the assumptions used in making these calculations. Increase in actuarial present value of Mr. Archibald’s benefit for fiscal year 2012 under the Stanley Black & Decker Pension Plan was $5,946. Mr. Archibald received a lump sum on or about September 30, 2011 under each of The Black & Decker Supplemental Pension Plan and The Black & Decker Supplemental Executive Retirement Plan based on the terms of each plan and therefore no longer has a benefit under either plan. Increase in actuarial present value of Mr. Archibald’s benefit for fiscal year 2011 for the plans in which he was a participant are as follows: $39,455 under The Black & Decker Pension Plan, $1,019,303 under The Black & Decker Supplemental Executive Retirement Plan and $598,783 under The Black & Decker Supplemental Pension Plan.

    Footnote to Column (i) of Summary Compensation Table
    This column reflects Company contributions and allocations for Messrs. Lundgren, Allan, Ansell, Bontrager, Loree and LoreeArchibald under the Stanley Black & Decker Retirement Account Value Plan (matching and Cornerstone)Core Account (as defined below) for Messrs. Lundgren, Allan, Ansell, Bontrager and Loree, and matching for Mr. Archibald) and the Stanley Black & Decker Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works (supplemental matching and supplemental Cornerstone),Core for Messrs. Lundgren, Allan, Ansell, Bontrager and Loree and supplemental matching allocations under the Stanley Account Value Plan for Mr. Archibald,Archibald), and Company costs related to life insurance premiums, car allowance, cost ofallowances, financial planning services, cost of annual physical, cost ofphysicals, products acquired through the Company’s Product Programs, reimbursement for club dues personal useand maintenance of tickets to athletic and other entertainment events, and cost of a home security systemsystems as set forth in the table below. In addition, spouses of Messrs. Lundgren, Loree and Allan joined the executives on a business trip for which they traveled on the Company aircraft. There was no incremental cost to the Company associated with this travel. below.Perquisites provided to Mr. Archibald also include personal use of a Company car and Company aircraft; the cost incurred by the Company for such use is reflected below.Certain contributions toand allocations under the Stanley Black & Decker Retirement Account Value Plan and the Stanley Black & Decker Supplemental Retirement and Account Value Plan for Messrs. Lundgren and Loree will offset pension benefits as described on page 31.pages 33-34.

        Defined ��             Home Personal Use Personal Use  
        Contribution     Financial Annual Product Club   Security of Corporate of Company Column (i)
        Plans Insurance Car Planning Physical Program Dues Tickets System Aircraft Car Total
    Name  Year  ($)  ($)  ($)  ($)  ($)  $  ($)    ($)  ($)  ($)  ($)  ($)
    John F. Lundgren 2010 306,000 67,463 19,195 19,281 0 682 0 0 3,516 0 0 416,138
    Donald Allan, Jr. 2010 92,422 11,963 19,273 0 0 1,997 0 0 0 0 0 125,656
    Jeffery D. Ansell 2010 109,127 8,074 15,354 0 0 0 0 0 0 0 0 132,555
    Nolan D. Archibald 2010 2,156 1,224 16,200 39,676 0 2,635 1,820 4,528 0 526,391 9,522 604,152
    James M. Loree 2010 142,183 14,500 16,657 9,641 0 754 0 0 109,950 0 0 293,685

    DefinedHomePersonal Use
    ContributionFinancialAnnualProductClubSecurityof CorporateColumn (i)
            Plans    Insurance    Car    Planning    Physical    Program    Dues    System    Aircraft    Total
    NameYear($)($) ($)($)($)($)($) ($)($)($)
    John F. Lundgren2013285,500 40,11423,00011,0000206019,7180379,538
    Donald Allan, Jr.2013 62,90810,41818,000 1,0672,50082300095,716
    Jeffery D. Ansell201360,8206,29616,7509,000 0 2,00000094,866
    D. Brett Bontrager 201338,46818,46423,000001,739 00 081,671
    James M. Loree2013138,32214,87416,77502,5001,097017,0110 190,579
    Nolan D. Archibald20138,750204,6423,200005,0001,5151,000217,322441,429

    The Stanley Black & Decker Retirement Account Value Plan, was aan Internal Revenue Code Section 401(k) retirement programplan that coveredcovers certain employees of the Company and its U.S. affiliates who are subject to the income tax laws of the United States. The Plan featuredStates, features two accounts: the “Choice Account”accounts, a Choice Account, and the “Cornerstonea Core Account.” As discussed more fully in the section titled “Retirement Programs effective January 1, 2011,” the Company amended and restated the Stanley Account Value Plan effective January 1, 2011; the discussion below summarizes the benefits of the Stanley Account Value Plan that were in effect through the end of 2010.

    The Choice Account offeredoffers eligible participants the opportunity for tax-deferred savings and a choice of investment options. For each2011, 2012 and 2013 calendar year prior to 2009, and for the 2010 calendar year, the Company providedyears, a 50% matchmatching allocation was provided on the first 7% of pay contributed by a participant on a pre-tax basis for the year. Pay generally includes salary, management incentive bonusesand certain other taxable compensation. Annual pay and the amount of elective contributions wereare subject to limits set forth in the tax law. Participants wereare permitted to direct the investment of all funds credited to their Choice Accounts. Matching allocations toare vested upon the Choice Accounts are 100% vested onceearlier of a participant has completed three yearsparticipant’s completion of one year of service but, exceptor his/her attainment of age 55 while employed by Stanley Black & Decker (or one of its wholly-owned subsidiaries). Vesting is accelerated in certain circumstances, as described below, are not vested prior to the completion of three years of service. As described more fully in the section titled “below.Non-Qualified Defined Contribution and Deferred Compensation Plans” below, the Company decided at the end of 2008 that matching allocations would not be made for at least calendar year 2009, but restored half of that match (i.e., a 25% match) retroactive to January 1, 2009 at the end of 2009 and fully reinstated matching contributions, at 2008 levels, effective January 1, 2010.

    The CornerstoneCore Account providedprovides a “core” retirement benefit for certain participants. This account wasis 100% funded by separate allocations that are not dependent on contributions by participants. These allocations were made for years prior to 2009 and in 2010; no allocation was made in 2009. Effective June 2008, the CornerstoneThe Core Account becameis subject to investment direction by a participant’s investment direction. The regular allocationparticipant. Regular allocations to a participant’s CornerstoneCore Account for a calendar year wasare based on the participant’s age onas of the last day of the calendar year and the participant’s pay (subject to limits set forth in the tax law) for each calendar quarter during the year, (with pay recognizedas described above, and are subject to the limits of the tax law, with allocations for a calendar quarter only if thecontingent upon a participant hadhaving employment status on the last day of the calendar quarter)quarter, as follows:

    AgeAllocation Amount (% of Pay)
    Less than 403%2%
    40 - 545%4%
    55 and older9%6%



    There were additionalalso is a Core Transition Benefit allocation to the Core Account, during the five calendar years that begin with the 2011 year, for those individuals who are eligible for regular allocations to the Core Account during the year and, in addition, received Cornerstone allocations (the predecessor to the Core allocations) under the Stanley Account Value Plan during 2010 or who accrued benefits during 2010 under The Black & Decker Pension Plan (known, effective January 1, 2013 as the Stanley Black & Decker Pension Plan) or the Retirement Plan for years prior to 2009 and in 2010 for certain participants. NoneHourly-Rated Employees of Porter Cable Corporation (which was merged into the Stanley Black & Decker Pension Plan effective as of the Company’s named executive officers wasclose of business on December 31, 2012). Messrs. Lundgren, Allan, Ansell, Bontrager and Loree are eligible for these additional Cornerstone allocations.this benefit. The Core Transition Benefit allocation increases an individual’s Core Allocation by the following percentages of pay (as described above and subject to the limits applied under the tax laws):

    Age20112012201320142015
    Less than 401%1%0.5%0.5%0.5%
    40-541%1%0.5%0.5%0.5%
    55 and over3%3%1.5%1.5%1.5%

    Allocations to the Cornerstonea participant’s Core Account arebecome 100% vested once a participant has completedupon completing three years of service, and, except as described below, are not vested prior to the completion of three years of service. In addition, regardless of years of service,below. Effective January 1, 2011, a participant will become 100%becomes fully vested in the total value of bothmatching allocations to the Choice Account and the Cornerstoneallocations credited to the Core Account in accordance with the rules described in this footnote, except that full vesting also applies upon reaching age 55 while employed by the Company or if, while the participant is employed by the Company, the participant dies or becomes disabled.

    The vested accounts are payable to a participant in a lump sum upon termination of employment and, effective January 1, 2011, if payments are made after a participant reaches age 65 or becomes totally and permanently disabled or dies.70-1/2, the participant may elect instead to receive annual installment payments equal to the minimum required distributions under the tax law. If a participant dies, while employed by the Company, the total vested value of the participant’s accounts will be(including amounts that became vested upon death while employed by the Company) is payable in a lump sum to his or her beneficiary. As previously described, the Company decided that allocations to a Cornerstone Account would not be made for calendar year 2009; the Company reinstated Cornerstone allocations at 2008 levels effective January 1, 2010.

    The CEO Make-Whole Retirement Arrangement and The Stanley Works Supplemental Executive Retirement Program areis described on page 32 under the heading “Pension Benefits.” The Stanley Black & Decker Supplemental Retirement Account Plan, is described on pages 33-34 under the heading “Pension Benefits.” The Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works is described on pages 34-35 under the heading “Non-Qualified Defined Contribution and Deferred Compensation Plans.Plans.”

    The amountsamount under the column entitled “Financial Planning” for Messrs. Lundgren, Archibald, and Loree include reimbursement for taxes owed with respect to such benefit in the amounts of 8,281; 10,165 and 4,141 respectively; the amounts under the columns entitled Personal“Personal Use of Corporate Aircraft and Personal Use of Company CarAircraft” for Mr. Archibald includeincludes reimbursement for taxes owed with respect to such benefits in the amountsamount of 27,733 and 2,040, respectively.

    $78,399. The Company has discontinued all gross-ups to cover taxes for perquisites except for the gross-ups provided to Mr. Archibald that he was entitled to receive under the terms of his employment agreement, which agreement expired on March 12, 2013.

    24


    Grants of Plan BasedAwards Table 20102013 Grants

    This table sets forth information forthinformationconcerning equity grants to the named executive namedexecutiveofficers during the fiscal year ended January 1, 2011endedDecember 28, 2013 as well as the range of future payoutsfuturepayouts under non-equity incentive non-equityincentiveprograms.

    All Other
    StockAll OtherGrant Date
    Awards:OptionExerciseFair Value
    NumberAwards:or Baseof Stock
    of SharesNumber ofPrice ofClosingand
    of StockSecuritiesOptionPrice at DateOption
    Estimated Future Payouts UnderEstimated Future Payouts Underor UnitsUnderlyingAwardsof GrantAwards
    Non-Equity Incentive Plan AwardsEquity Incentive Plan Awards(#)Options (#)($/Sh)($/Sh)($)
    ThresholdTargetMaximumThresholdTargetMaximum
    Name     Grant Date     ($)     ($)     ($)     (#)     (#)     (#)                           
    (a)(b)(c) (d)(e)(f) (g)(h)(i)(j)(k) (l)
    John F. LundgrenFebruary 18, 2013 975,0001,950,000 3,900,000   
    April 16, 2013 24,63149,26182,102    3,565,511
    December 5, 201321,429  1,707,891
    December 5, 201375,00079.7079.771,552,500
     
    Donald Allan, Jr.February 18, 2013312,500625,0001,250,000
    April 16, 20133,9477,89415,789593,195
    December 5, 20135,714455,406
    December 5, 201320,00079.7079.77414,000
     
    Jeffery D. AnsellFebruary 18, 2013287,500575,0001,150,000
    April 16, 20133,6317,26314,526545,778
    December 5, 20135,714455,406
    December 5, 201320,00079.7079.77414,000
     
    D. Brett BontragerFebruary 18, 2013262,500525,0001,050,000
    April 16, 20133,3166,63113,263498,286
    December 5, 20134,286341,594
    December 5, 201315,00079.7079.77310,500
     
    James M. LoreeFebruary 18, 2013405,000810,0001,620,000
    April 16, 201312,78925,57840,9251,837,587
    December 5, 201314,2861,138,594
    December 5, 201350,00079.7079.771,035,000
     
    Nolan D. ArchibaldFebruary 18, 20131,875,0001,875,0001,875,000

                    All Other        
             ��      Stock All Other     Grant Date
                    Awards: Option Exercise   Fair Value
                    Number Awards: or Base   of Stock
                    of Shares Number of Price of Closing and
                    of Stock Securities Option Price at Date Option
        Estimated Future Payouts Under Estimated Future Payouts Under or Units Underlying Awards of Grant Awards
        Non-Equity Incentive Plan Awards Equity Incentive Plan Awards (#) Options (#) ($/Sh) ($/Sh) ($)
        Threshold Target Maximum Threshold Target Maximum          
    Name Grant Date ($) ($) ($) (#) (#) (#)          
    (a)   (b)   (c)   (d)   (e)   (f)   (g)   (h)   (i)   (j)   (k)       (l)
    John F. Lundgren March 15, 2010             325,000       18,685,875
      April 19, 2010 937,500 1,875,000 3,750,000                
      July 15, 2010       27,541   36,721         1,337,379
      July 15, 2010       36,721 73,443 122,405         3,731,596
      December 9, 2010             25,000       1,592,875
      December 9, 2010               75,000 63.72 63.77 1,255,500
    Donald Allan, Jr. March 12, 2010             50,000       2,912,000
      April 19, 2010 190,000 380,000 760,000                
      July 15, 2010       5,582   7,442         271,038
      July 15, 2010       3,721 7,442 14,884         394,523
      December 9, 2010             6,667       424,788
      December 9, 2010               20,000 63.72 63.77 334,800
    Jeffery D. Ansell March 12, 2010             50,000       2,912,000
      April 19, 2010 190,000 380,000 760,000                
      July 15, 2010       5,582   7,442         271,038
      July 15, 2010       3,721 7,442 14,884         394,523
      December 9, 2010             6,667       424,788
      December 9, 2010               20,000 63.72 63.77 334,800
    Nolan D. Archibald March 15, 2010               1,000,000 57.50 57.62 16,340,000
      April 19, 2010 1,875,000 1,875,000 1,875,000                
      December 9, 2010             52,186       3,325,031
      December 9, 2010               182,192 63.72 63.77 3,325,004
    James M. Loree March 15, 2010             200,000       11,499,000
      April 19, 2010 375,000 750,000 1,500,000                
      July 15, 2010       11,017   14,689         534,973
      July 15, 2010       18,361 36,721 58,754         1,849,531
      December 9, 2010             16,667       1,061,938
      December 9, 2010               50,000 63.72 63.77 837,000


    25

    Footnote to Columns (c), (d) and (e) of Grants of Plan-Based Awards Table
    The amounts set forth in these columns are (i) the threshold, target and maximum bonuses each of the named executive officers was eligible to receive pursuant to the Company’s MICP covering the period from April 4, 2010December 30, 2012 through January 1, 2011.December 28, 2013. The bonuses earned,payable, which were distributedare paid during the first quarter of 2011 pursuant to the terms of the Plan,2014, are set forth in Column (g) of the Summary Compensation Table.Table and on page 16.

    Footnote to Columns (f), (g) and (h) of Grants of Plan-Based Awards Table
    The first listed performance awards identified in columns (f), (g) and (h) that were grantedawarded by the Board on July 15, 2010 are performance awards tiedFebruary 19, 2013, subject to achievement of working capital objectives. The awards will be paid only if the specified working capital turns objective is achieved no later than June 30, 2012 and sustained for a period of six months. These awards may be distributed in the form of shares or in the cash equivalent, at the discretionshareholder approval of the Compensation & Organization Committee. The number of shares each executive would be eligible to receive, set forth in columns (f), (g)2013 Long Term Incentive Plan which was approved on April 16, 2013 (the “2013 Plan”), and (h), was determined by multiplying the executive’s base salary as of July 15, 2010 by the applicable performance factor, which ranged from 80-150% for performance at maximum. Performance at threshold would generate a bonus equal to 75% of the maximum bonus achievable; performance between threshold and maximum would result in a pro-rated bonus in an amount between the threshold and maximum bonus opportunity.

    The second listed performance awards identified in columns (f), (g) and (h) cover a performance period that commenced on July 4, 2010 (the first day of the Company’s third fiscal quarter 2010)January 1, 2013 and expires at the end of the Company’s 20122015 fiscal year. Each performance award represents the right to receive the number of Company shares shown in the table, subject to the attainment of performance goals at the end of the performance period and continued employment. An award recipient must generally remain employed until the time of settlement of performance awards, but pro-rated awards will vest and be paid if the performance goals are met and the participant’s employment terminates as a result of retirement, death or disability. Thirty-five percent of the potential award is contingent on the achievement of earnings per share growth, forty percent is contingent on the achievement of return on capital employed, and twenty-five percent is contingent on total shareholder return.

    The number of performance shares that each executive would be eligible to receive pursuant to the second listedthese awards set forth in columns (f), (g) and (h), was determined by multiplying the executive’s base salary as of July 15, 2010January 1, 2013 by the applicable performance factor, which ranged from 40-150% in the case of threshold performance, 80-300% in the case of target performance, and 160-500% in the case of maximum performance for the named executive officers, and dividing the resulting number by the average of the high and low price of Company stock on the date of grant. Unless the Compensation Committee otherwise determines, no shares will be issued in respect of a performance goal unless threshold performance is achieved for that goal and the number of shares to be issued will be pro-rated in the event performance falls between threshold and target or target and maximum performance.

    Footnote to Column (i) of Grants of Plan-Based Awards Table
    The restricted stock awards identified in this column are (i) restricted stock units awarded on March 12, 2010 to Messrs. Allan and Ansell and on March 15, 2010 to Messrs. Lundgren and Loree that will vest in two equal installments on the fourth and fifth anniversaries of the date the Merger was completed (March 12, 2010); and (ii) restricted stock unitsRSUs awarded on December 9, 20105, 2013 that will vest in four equal installments on the first four anniversaries of the date of grant. An award recipient must generally remain employed until the time of vesting of awards, but awards will vest in full if the participant’s employment terminates as a result of retirement, death or disability. The March 15 grants to Messrs. Lundgren and Loree and the December 9 grant to Mr. Archibald will become immediately and fully vested under certain circumstances, as more fully described below in the sections titled “Agreement with John F. Lundgren, Director and Chief Executive Officer,” “Agreement with James M. Loree, Executive Vice President and Chief Operating Officer,” and “Agreement with Nolan D. Archibald, Executive Chairman.”

    Footnote to Column (j) of Grants of Plan-Based Awards Table
    The stock options identified in this column as having been granted to Nolan Archibald are (i) stock options granted on March 15, 2010 that will vest on the third anniversary of the date the Merger was completed and (ii) stock options granted on December 9, 2010 that will vest in four equal installments on the first four anniversaries of the date of grant. These grants were made in accordance with the terms of Mr. Archibald’s employment agreement and shall become immediately and fully vested under certain circumstances, as more fully described below in the section titled “Agreement with Nolan D. Archibald, Executive Chairman.” Employment with the Company beyond March 12, 2013 is not a condition to vesting for Mr. Archibald’s grants. The stock options otherwise identified in this column are stock options granted on December 9, 20105, 2013 that will vest in four equal installments on the first four anniversaries of the date of grant. An award recipient must generally remain employed until the time of vesting of awards, but awards will vest in full if the participant’s employment terminates as a result of retirement, death or disability.

    Footnote to Column (k) of Grants of Plan-Based Awards Table
    All stock option grants were made pursuant to the Company’s 2009 Long Term Incentive Plan (the “2009 Plan”).2013 Plan. The 20092013 Plan, which has been approved by the Company’s shareholders, provides that the purchase price per share purchasable under an option shallmay not be less than the Fair Market Value of a share on the date of grant. The 20092013 Plan defines the Fair Market Value of a share as the average of the high and low price of a share as quoted on the New York Stock Exchange Composite Tape on the date as of which Fair Market Value is to be determined. The grant price may, therefore, be higher or lower than the closing price per share on the date of grant. The closing price per share on the date of grant is set forth in the column immediately adjacent to column (k).

    Footnote to Column (l) of Grants of Plan-Based Awards Table
    This column reflects the grant date fair value computed in accordance with FASB Codification Topic 718, Compensation—Stock Compensation of the stock option grants, restricted stock unitRSU grants and performance awards identified in this table. See footnote J of the Company’s report on Form 10-K for assumptions used in the valuation of these awards and related disclosures. The grant date fair value of performance award grants included in this column for the performance award period that runs from July 4, 2010January 1, 2013 through the end of the Company’s 20122015 fiscal year, assuming performance at maximum, is as follows: Mr. Lundgren, $5,514,792;$5,942,543; Mr. Allan, $665,561;$1,186,464; Mr. Ansell, $665,561;$1,091,556; Mr. Bontrager $996,648;and Mr. Loree, $2,651,973; the grant date fair value of performance award grants tied to working capital achievement included in this column, assuming performance at maximum, is as follows: Mr. Lundgren, $1,783,172; Mr. Allan, $361,384; Mr. Ansell, $361,384; Mr. Loree, $713,298.$2,940,154.

    26


        Outstanding Equity AwardsEquityAwards at Fiscal Year End

         The following

    Thefollowing table sets forth information forthinformationregardingoutstanding stock options, option, awards, and restricted stock unitRSU andperformance awards held by the named executive namedexecutiveofficers on January 1, 2011.

    onDecember 28, 2013.

    Option AwardsStock Awards
    Equity Incentive
    NumberNumberNumber of Market ValueEquity IncentivePlan Awards:
    of Sharesof SharesEquity Incentive PlanShares orof Shares orPlan Awards:Market or Payout
    UnderlyingUnderlyingAwards:Units ofUnits ofNumber of UnearnedValue of Unearned
    UnexercisedUnexercisedNumber of SecuritiesStock thatStock ThatShares, UnitsShares, Units or
         Options (#)     Options (#)     Unexercised     Option Exercise     Option Expiration     Have Not     Have Not     or other Rights That     Other Rights that
    NameExercisableUnexercisableUnearned Options (#)Price ($)DateVested (#)Vested ($)Have Not Vested (#)Have Not Vested ($)
    (a)(b)(c)(d)(e)(f)(g)(h)(i)(j)
    John F. Lundgren75,0000--47.2912/12/2015
    75,000 0 --51.1412/11/2016
    75,0000--51.1312/10/2017
    95,1100-- 33.35 12/9/2018 
    75,0000--49.0212/9/2019 
     56,25018,750--63.7212/9/2020   
    37,50037,500--64.7912/8/2021  
    18,75056,250--70.6112/6/2022
    075,000--79.7012/5/2023
    427,95534,668,657
    25,0412,028,592
    11,884962,682
     
    Donald Allan, Jr.15,0000--51.1312/10/2017
    15,0000--49.0212/9/2019
    15,0005,000--63.7212/9/2020
    10,00010,000--64.7912/8/2021
    5,00015,000--70.6112/6/2022
    020,000--79.7012/5/2023
    71,1015,759,879
    4,013325,076
    1,458118,072
     
    Jeffery D. Ansell2,5000--51.1312/10/2017
    3,7500--49.0212/9/2019
    15,0005,000--63.7212/9/2020
    10,00010,000--64.7912/8/2021
    5,00015,000--70.6112/6/2022
    020,000--79.7012/5/2023
    70,9215,745,308
    3,692299,071
    1,331107,824

      Option Awards Stock Awards
                      Equity Incentive
      Number Number       Number of Market Value Equity Incentive Plan Awards:
      of Shares of Shares Equity Incentive Plan     Shares or of Shares or Plan Awards: Market or Payout
      Underlying Underlying Awards:     Units of Units of Number of Unearned Value of Unearned
      Unexercised Unexercised Number of Securities     Stock that Stock That Shares, Units Shares, Units or
      Options (#) Options (#) Unexercised Option Exercise Option Expiration Have Not Have Not or other Rights That Other Rights that
    Name Exercisable Unexercisable Unearned Options (#) Price ($) Date Vested (#) Vested ($) Have Not Vested (#) Have Not Vested ($)
    (a)   (b)   (c)   (d)   (e)   (f)   (g)   (h)   (i)   (j)
    John F. Lundgren 250,000 0 -- 38.99 3/2/2014        
      150,000 0 -- 41.43 10/15/2014        
      75,000 0 -- 47.29 12/12/2015        
      75,000 0 -- 51.14 12/11/2016        
      56,520 18,750 -- 51.13 12/10/2017        
      47,555 47,555 -- 33.35 12/9/2018        
      18,750 56,250 -- 49.03 12/9/2019        
      0 75,000   63.72 12/9/2020        
                530,867 35,499,080    
                    45,184 3,021,432
                    41,005 2,742,037
                    27,541 1,841,667
    Donald Allan, Jr. 10,000 0 -- 41.43 10/15/2014        
      5,000 0 -- 47.20 12/13/2015        
      7,500 0 -- 51.14 12/11/2016        
      11,250 3,750 -- 51.13 12/10/2017        
      10,000 10,000 -- 33.35 12/9/2018        
      3,750 11,250 -- 49.03 12/9/2019        
      0 20,000   65.72 12/9/2020        
                82,997 5,550,038    
                    6,025 402,863
                    4,155 277,853
                    5,582 373,268
    Jeffery D. Ansell 3,750 0 -- 47.20 12/13/2015        
      10,000 0 -- 51.14 12/11/2016        
      11,250 3,750 -- 51.13 12/10/2017        
      6,250 12,500 -- 33.35 12/9/2018        
      3,750 11,250 -- 49.03 12/9/2019        
      0 20,000   63.72 12/9/2020        
                103,828 6,942,995    
                    6,885 460,411
                    4,155 277,853
                    5,582 373,268


    Option AwardsStock Awards
    Equity Incentive
    NumberNumberNumber ofMarket ValueEquity IncentivePlan Awards:
    of Sharesof SharesEquity Incentive PlanShares or of Shares orPlan Awards:Market or Payout
    UnderlyingUnderlyingAwards: Units ofUnits ofNumber of UnearnedValue of Unearned
    UnexercisedUnexercisedNumber of SecuritiesStock thatStock ThatShares, UnitsShares, Units or
    Options (#)Options (#)UnexercisedOption ExerciseOption ExpirationHave NotHave Notor other Rights ThatOther Rights that
    NameExercisableUnexercisableUnearned Options (#)Price ($)DateVested (#)Vested ($)Have Not Vested (#)Have Not Vested ($)
    (a)     (b)     (c)     (d)     (e)     (f)     (g)     (h)     (i)     (j)
    D. Brett Bontrager3,7500--49.0212/9/2019
    5,0005,000--63.7212/9/2020 
    5,00010,000--64.7912/8/2021  
    5,00015,000--70.6112/6/2022 
    015,000--79.7012/5/2023
    69,1445,601,385
    3,371273,085
    1,20497,536
     
    James M. Loree25,0000--47.2912/12/2015
    25,0000--51.1412/11/2016
    25,0000--51.1312/10/2017
    15,8500--33.3512/9/2018
    50,0000--49.0212/9/2019
    37,50012,500--63.7212/9/2020
    25,00025,000--64.7912/8/2021
    12,50037,500--70.6112/6/2022
    050,000--79.7012/5/2023
    261,32621,169,984
    13,0021,053,304
    6,180500,601
     
    Nolan D. Archibald191,2500--64.524/24/2015
    191,2500--72.443/12/2016
    191,2500 --69.313/12/2016
     191,250 0--53.373/12/2016
    312,2470-- 30.03 3/12/2016
    1,000,0000--57.503/15/2020
    182,1920--63.7212/9/2020
    173,1770--64.7912/8/2021
    184,8250--70.6112/6/2022

    27


      Option Awards Stock Awards
                      Equity Incentive
      Number Number       Number of Market Value Equity Incentive Plan Awards:
      of Shares of Shares Equity Incentive Plan     Shares or of Shares or Plan Awards: Market or Payout
      Underlying Underlying Awards:     Units of Units of Number of Unearned Value of Unearned
      Unexercised Unexercised Number of Securities     Stock that Stock That Shares, Units Shares, Units or
      Options (#) Options (#) Unexercised Option Exercise Option Expiration Have Not Have Not or other Rights That Other Rights that
    Name Exercisable Unexercisable Unearned Options (#) Price ($) Date Vested (#) Vested ($) Have Not Vested (#) Have Not Vested ($)
    (a)   (b)   (c)   (d)   (e)   (f)   (g)   (h)   (i)   (j)
    Nolan D. Archibald 255,000 0 -- 23.53 9/20/2011        
      286,875 0   37.91 4/29/2012        
      382,500 0   31.17 4/27/2013        
      191,250 0   47.21 4/25/2014        
      191,250 0   64.52 4/24/2015        
      191,250 0   72.44 4/18/2016        
      143,437 47,813   69.31 4/17/2017        
      95,625 95,625   53.37 4/15/2018        
      78,061 234,186   30.03 4/28/2019        
      0 1,000,000   57.50 3/15/2020        
      0 182,192   63.72 12/9/2020        
                415,178 27,762,953    
    James M. Loree 50,000 0 -- 39.00 10/18/2011        
      25,000 0 -- 31.31 10/15/2013        
      50,000 0 -- 41.43 10/15/2014        
      25,000 0 -- 47.29 12/12/2015        
      25,000 0 -- 51.14 12/11/2016        
      18,750 6,250 -- 51.13 12/10/2017        
      31,700 31,700 -- 33.35 12/9/2018        
      12,500 37,500 -- 49.03 12/9/2019        
      0 50,000   63.72 12/9/2020        
                293,021 19,594,319    
                    17,500 1,170,207
                    20,503 1,317,019
                    11,017 736,707

    28

    Footnote to column (c)
    All of the options identified in column (c) expire 10 years from the date of grant; the grant date therefore can be determined by subtracting 10 years from the expiration date set forth in column (f). All of the option grants identified in column (c) that were made prior to October 15, 2003 vested in two installments: 50% vested on the third anniversary of the date of grant and 50% vested on the fifth anniversary of the date of grant. With the exception of the March 15, 2010 grant to Nolan Archibald, which vests in full on March 12, 2013, all of the options that were granted on or after October 15, 2003 vest in four equal annual installments on the first four anniversaries of the date of grant. An award recipient must generally remain employed until the time of vesting of awards, but awards will vest in full if the participant’s employment terminates as a result of retirement, death or disability. Employment beyond March 12, 2013 is not a condition to vesting of Mr. Archibald’s grants.

    Footnote to column (g)
    The awards identified in this column are (i) time vesting restricted stock unitsRSUs that have not yet vested; (ii) the performance awards for the 2011-2013 performance program, which vested (ii)upon distribution in the first quarter of 2014 based on achievement of performance goals as set forth in the Compensation Discussion and Analysis on page 19; (iii) a portion of the performance awards for the 2009-20112012-2014 performance program, which will vest following the end of the performance period, based on performance between the $5.26 per share threshold and $5.85 per share target 2012 EPS goal, achievement of the 12.0% threshold 2012 ROCE goal, and performance below the threshold 2013 EPS goal and 2013 ROCE goal, established for the 2012-2014 performance program; and (iv) a portion of the performance awards for the 2013-2015 performance program, which will vest following the end of the performance period, based on achievement of the maximum 2009$4.98 per share threshold 2013 EPS goal of $1.99 per share, performance between the 10.2% target and the 12.2% maximum 2009 ROCE goal, achievement of the maximum 2010 EPS goal of $2.73 per share, and performance between the 8.3%9.7% threshold and the 10.3%10.7% target 2010 ROCE goal, all as established for the 2009-2011 performance program; and (iii) a portion of the performance awards for the 2010-2012 performance program, which will vest following the end of the performance period based on achievement of the maximum 2010 EPS goal of $1.90 per share and performance between the 9.0% target and the 10.0% maximum 20102013 ROCE goal, established for the 2010-20122013-2015 performance program. The number of time vesting restricted stock unitsRSUs granted to each executive that had not vested as of January 1, 2011December 28, 2013 is as set forth in the table below. Unless otherwise indicated, awards vest in four equal installments on the first four anniversaries of the grant date.

    GranteeGrant DateVesting Schedule     Grant DateVesting ScheduleNumber of Units not yet vested
    John F. LundgrenDecember 11, 2006Vests on December 11, 201120,000
    December 10, 20074,688
    December 9, 20086,500
    April 23, 2009Vests in two equal installments on the second and third anniversaries of the grant date50,000
    April 23, 200911,278
    December 9, 200918,750
         March 15, 2010     Vests in two equal installments on March 12, 2014 and March 12, 2015             325,000              
    March 12, 2015
    December 9, 20106,250
    December 8, 201112,500
    December 6, 201218,750
    December 5, 201321,429
     25,000
    Donald Allan, Jr.December 10, 2007938
    December 9, 20082,800
    April 23, 2009Vests in two equal installments on the second and third anniversaries of the grant date10,000
    December 9, 20093,750
    March 12, 2010Vests in two equal installments on March 12, 2014 and50,000
    March 12, 201550,000
    December 9, 20101,667
      December 9, 20108, 20113,334
    December 6, 20125,001
    December 5, 20135,714 
     6,667
    Jeffery D. AnsellDecember 10, 2007938
    December 9, 20082,800
    February 19, 2008Vests on February 19, 201120,000
    April 23, 2009Vests in two equal installments on the second and third anniversaries of the grant date10,000
    December 9, 20093,750
    March 12, 2010Vests in two equal installments on March 12, 2014 and50,000
    March 12, 201550,000
    December 9, 2010 6,6671,667
    Nolan D. ArchibaldApril 18, 2007Vests on April 18,December 8, 201175,2253,334
    December 6, 20125,001
    December 5, 20135,714
     April 16, 2008Vests on April 16, 201299,450
    D. Brett BontragerApril 29, 2009Vests on April 29, 2013188,317
    December 9,March 12, 201052,186
    James M. LoreeDecember 9, 20089,328
    April 23, 2009Vests in two equal installments on the second and third anniversaries of the grant date25,000
    December 9, 200912,500
    March 15, 2010Vests in two equal installments on March 12, 2014 and50,000
    March 12, 2015200,000
    December 9, 2010 1,667
     16,667December 8, 2011 3,334
    December 6, 20125,001
    December 5, 20134,286
    James M. LoreeMarch 15, 2010Vests in two equal installments on March 12, 2014 and200,000
    March 12, 2015
    December 9, 20104,167
    December 8, 20118,334
    December 6, 201212,501
    December 5, 201314,286

    29

    Awards under the 2009-20112012-2014 and 2010-20122013-2015 performance programs will vest when awards are distributed, which is generally during the first quarter following completion of the performance cycle. An award recipient must generally remain employed until the time of vesting of awards, but awards will vest in full if the participant’s employment terminates as a result of retirement, death or disability. Employment beyond March 12, 2013 is not a condition to vesting of Mr. Archibald’s grants. The March 15, 2010 grants to Mr. Lundgren and Mr. Loree are subject to the terms of their employment agreements, which provide for full and immediate vesting in certain circumstances.

    Footnote to column (i)
    The shares identified in this column are the number of shares that may be issued pursuant to performance awards (i) at maximum,threshold for the 20112014 EPS, ROCE and TSR components of the awards for the 2012-2014 performance program; and (ii) at threshold and target for 2011the 2014 EPS and ROCE components, respectively, at threshold and target for 2015 EPS and ROCE components, respectively, and at maximumthreshold for the TSR component of the awards for the 2013-2015 performance period that runs from April 5, 2009 through the end of the Company’s 2011 fiscal year; (ii) at target, for the 2011 EPS, at threshold for 2012 EPS and 2011 and 2012 ROCE components and at target for the TSR component of the awards for the performance period that runs from July 4, 2010 through the end of the Company’s 2012 fiscal year; and (iii) at threshold, for the 2010 Working Capital Incentive Program, for which the performance period ends on December 31, 2012.program. The awards for the performance periods ending at the end of fiscal years 20112014 and 20122015 vest upon distribution, which will occur during the first quarter of the fiscal year immediately following the performance period, following release of the Company’s financial statements. The Working Capital Incentive Program Awards also vest upon distribution, which will occur no later than the first quarter of 2013 provided the working capital performance goal is met prior to June 30, 2012 and sustained for at least six months. An award recipient must generally remain employed until the time of settlement of performance awards, but pro-rated awards will vest and be paid if the performance goals are met and the participant’s employment terminates as a result of retirement, death or disability.



    Option Exercises and Stock Vested During 20102013 Fiscal Year

        The following table provides information concerning option exercisesoptions exercised and shares vestingvested for each named executive officer during the Company’s 20102013 fiscal year.

      Number of   Number of  
      Shares Acquired Value Realized Shares Acquired Value Realized
      on Exercise on Exercise on Vesting on Vesting
    Name (#) ($) (#) ($)
    (a)     (b)     (c)     (d)     (e)
    John F. Lundgren 0 0 22,634 1,442,755
    Donald Allan, Jr. 6,875 446,875 4,056 259,019
    Jeffery D. Ansell 36,250 2,333,775 4,212 269,024
    Nolan D. Archibald 0 0 70,125 4,240,459
    James M. Loree 0 0 11,956 763,089

    Number ofNumber of
    Shares AcquiredValue RealizedShares AcquiredValue Realized
         on Exercise     on Exercise     on Vesting     on Vesting
    Name(#)($)(#)($)
    (a)(b)(c)(d)(e)
    John F. Lundgren150,00012,000,000165,58413,237,100
    Donald Allan, Jr.20,0001,586,33025,1902,024,857
    Jeffery D. Ansell 21,2501,840,94525,1902,024,857
    D. Brett Bontrager25,0001,977,08024,1951,945,035
    James M. Loree50,000 4,244,750 80,0866,405,388
    Nolan D. Archibald573,75047,228,649299,993 23,883,943

    Footnote to columncolumns (d) and (e)
    Shares acquired are time-vesting RSUs. Because the performance goals were not met, no shares were distributed pursuant toRSUs; performance awards granted for the 2007-20092010-2012 performance period (which would havethat vested upon distribution in March 2010)February 2013 (excluding Mr. Archibald who was not a participant in that program); and the performance awards for the 2010 Working Capital Incentive Program that vested upon distribution in July 2013 (excluding Mr. Archibald who was not a participant in that program). Figures reported include shares withheld to cover taxes upon vesting.

    Pension Benefits

        The following table shows the present value of accumulated benefits payable to each of the named executive officers, including years of service credited, under the Company’s non-qualified defined benefit pension plans.

        Number of Present Value of Payments
        Years Credited Accumulated During Last
        Service Benefit Fiscal Year
    Name Plan Name (#) ($) ($)
    (a)    (b)    (c)    (d)    (e)
    John F. Lundgren CEO Make-Whole Retirement Arrangement 7 99,264 0
      The Stanley Works Supplemental Executive Retirement Program 7 3,527,506 0
    Donald Allan, Jr. -- -- -- --
    Jeffery D. Ansell -- -- -- --
    Nolan D. Archibald The Black & Decker Supplemental Executive Retirement Plan 23.4 27,247,497 0
      The Black & Decker Supplemental Pension Plan 23.4 15,248,704 0
      The Black & Decker Pension Plan 23.4 796,978 0
    James M. Loree The Stanley Works Supplemental Executive Retirement Program 11.5 1,866,986 0

    Number ofPresent Value ofPayments
              Years Credited     Accumulated     During Last
       ServiceBenefitFiscal Year
    NamePlan Name(#)($)($)
    (a)(b)(c)(d) (e)
    John F. LundgrenThe Stanley Works Supplemental 
    Executive Retirement Program9.88,005,8570
     
    Donald Allan, Jr.--------
     
    Jeffery D. Ansell--------
     
    D. Brett Bontrager--------
     
    James M. LoreeThe Stanley Works Supplemental
    Executive Retirement Program14.57,160,3040
     
    Nolan D. ArchibaldThe Black & Decker Pension Plan23.4770,85955,746

    30

    Footnote to Column (b) of Pension Benefits Table

    CEO Make-Whole Retirement Arrangement
    In connection with Mr. Lundgren’s hiring in 2004, the Company agreed to keep Mr. Lundgren whole in respect of the supplemental retirement benefit he would have reasonably expected to have received from his prior employer had he continued his employment with his prior employer and had his compensation increased at the rate of 5% per year. The prior employer’s supplemental retirement benefit provides for a normal retirement benefit, calculated as a benefit payable annually for life, equal to 50% of the greater of the average of the highest cash compensation paid in the four consecutive years during the last ten years of employment or the average of the last forty-eight months of cash compensation (“Average Compensation”). For purposes of calculating the benefits he would have received from the prior employer, it was assumed that Mr. Lundgren’s 2003 compensation of $1,037,192 with his prior employer would have increased at the rate of 5% per year.
    The supplemental retirement benefit payable by the Company to make Mr. Lundgren whole will be determined based on Mr. Lundgren’s Average Compensation upon retirement (i.e., $1,037,192 assuming a compound 5% annual increase), but will be reduced by 4% per year for each year by which Mr. Lundgren elects to receive the benefit prior to age 62. This make-whole benefit will be offset by any retirement benefits that Mr. Lundgren receives from his prior employer and by any retirement benefits that Mr. Lundgren accrues under the Company’s plans, including The Stanley Works Supplemental Executive Retirement Program, that do not represent his elective contributions (e.g., 401(k) plan contributions under the Stanley Account Value Plan or the Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works) or his matching allocations under the Stanley Account Value Plan. For purposes of applying these offsets from the Company’s plans, accrued retirement benefits will be treated as payable at the time and in the form in which the supplemental make-whole benefit is paid. At age 62, Mr. Lundgren will first be eligible to receive a single life annuity of approximately $124,000 from his prior employer and this amount will be applied as an offset with respect to the make-whole benefit calculated as a life annuity payable after age 62.

    The Stanley Works Supplemental Executive Retirement Program
    The Stanley Works Supplemental Executive Retirement Program (“plan”) provides benefits on a non-qualified basis to certain executive officers of the Company (“eligible employees”). Pursuant to amendments approved in 2007, the plan has been closed to new participants. Under the terms of the plan, an eligible employee became a participant in the plan upon the later of his 50th birthday or the completion of five years of service as an eligible employee (“pre-participation service”). Messrs. Lundgren and Loree are the only named executive officers who are eligible employees in this plan. Under this plan, a participant will be entitled to receive a supplemental retirement benefit, before offsets, based on the following formula: 3% of average pay for each of the first five years of service; plus 2% of average pay for each of the next 15 years of service; plus 1% of pay for each of the next five years of service. For this purpose, average pay is equal to one-third of the participant’s highest total pay (salary and management incentive pay) for any consecutive 36-month period. Prior to 2009, a participant’sThe benefit will be reduced by the following offsets: (a) CornerstoneCore Account benefits payable under the Stanley Black & Decker Retirement Account Value Plan and the Stanley Black & Decker Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works; (b) Social Security retirement benefits (with such benefits being determined and the offset being made when the participant has attained the earliest age at which he or she could retire and receive Social Security benefits, if the participant has terminated employment before reaching such age); and (c) Company-sponsored long-term disability benefits. The Plan was amended, effective January 1, 2009, to comply with regulations enacted under section 409A of the Internal Revenue Code. As a result, effective January 1, 2009, the benefit will be reduced only by the Cornerstone Account benefits payable under the Stanley Account Value Plan and the Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works.Plan. Benefits become vested after a participant reaches age 54 and completes five years of pre-participation service, and vested benefits will commence upon the participant’s termination of employment. Benefits will also become vested and commence if the participant becomes totally and permanently disabled after reaching age 50, or dies after reaching age 50. Benefits will be reduced by 0.167% for each month (i.e., 2% per year) that benefits commence prior to the participant’s attainment of age 60. The normal form of payment under the plan for a married participant is a 100% joint and survivor annuity with the participant’s spouse as the joint annuitant that is an actuarial equivalent of the plan benefit determined as single life annuity unless an election is made to receive an actuarial equivalent lump sum payment or the single life annuity. The normal form of payment under the plan for an unmarried participant is the plan benefit determined as a single life annuity unless either an election is made to receive an actuarial equivalent lump sum payment or the participant was formerly married, was to receive a 100% joint and survivor annuity with the former spouse and elects a 100% joint and survivor annuity with another beneficiary. Mr. Lundgren’s benefit is to be paid at the same time and in the same form aselected pursuant to the applicable provisions of his benefit under the CEO Make-Whole Retirement Arrangement.employment agreement.



    Black & Decker Retirement Plans
    Pursuant to the terms of his Employment Agreement, Mr. Archibald is entitled to receive distributions pursuant to three retirement plans sponsored by Black & Decker: The Black & Decker Pension Plan (known, effective January 1, 2013, as the Stanley Black & Decker Pension Plan), The Black & Decker Supplemental Pension Plan and The Black & Decker Supplemental Executive Retirement Plan. The Black & Decker Pension Plan is a non-contributory, tax qualified defined benefit plan that covers most salaried employees of The Black & Decker Corporation(U.S.) Inc. and its subsidiaries.subsidiaries who were employed as of December 31, 2010. All benefit accruals were frozen under The Black & Decker Pension Plan, effective at the end of 2010. Mr. Archibald will receivecommenced receiving his distributionmonthly benefit under this Plan following termination of his employment with Stanley Black & Decker.plan on April 1, 2013. The Black & Decker Supplemental Pension Plan is a nonqualified defined benefit plan that provides benefits for certain executives that would have accrued under The Black & Decker Pension Plan were it not for the limits imposed under the tax laws. All benefit accruals under The Black & Decker Supplemental Pension Plan were frozen, effective at the end of 2010. Benefits may be forfeited in the event of fraud or willful misconduct or, in the event that following termination of employment, there is an unauthorized disclosure or use of confidential information. The Black & Decker Supplemental Executive Retirement Plan is a nonqualified defined benefit plan that provides additional benefits for certain executives that may not be provided under The Black & Decker Pension Plan. Pursuant to an election made while he was an employee of The Black & Decker Corporation, Mr. Archibald’s benefits under thisThe Black & Decker Supplemental Pension Plan will be distributed on or about September 12, 2011.and The Black & Decker Supplemental Executive Retirement Plan is a nonqualified defined benefit plan that provided additional benefits for certain executives that may not be provided under The Black & Decker Pension Plan. Mr. Archibald ceased to be a participant in the Black & Decker Retirement Plans immediately following completion of the Merger, but will be entitled to receive distributions under these plans upon termination of his employment with the Company. Pursuant to an election made while he was an employee of The Black & Decker Corporation, Mr. Archibald’s benefits under this Plan will bewere distributed on or about September 12,30, 2011. The aggregate present value of the benefits Mr. Archibald will receive under these three plans is approximately $43,300,000.

    Footnote to Column (d) of Pension Benefits Table
    The present value of the accumulated benefit of each named executive officer is based on the following assumptions: (i) that Mr. Lundgren will receive benefits in a lump sum, based on his written election, at the later of his actual age or his normal retirement age set forth in The Stanley Works Supplemental Executive Retirement PlanProgram (age 60); (ii) that Mr. Loree will receive benefits in a lump sum100% joint and survivor annuity, based on his written election, at the normal retirement age set forth in The Stanley Works Supplemental Executive Retirement Program, delayed 5 ½ years (age 60)65, plus a six month delay because Mr. Loree is a specified employee of the Company; since Mr. Loree changed his election from a lump sum to an annuity, in accordance with the applicable provisions of The Stanley Works Supplemental Executive Retirement Plan and section 409A of the Internal Revenue Code, this benefit is not payable until 5 ½ years after his retirement); (iii) that Mr. Archibald will receive benefits immediately following termination of his employment incommenced receiving a single life annuity under the normal form under theStanley Black & Decker Pension Plan (known, prior to January 1, 2013, as The Black & Decker Pension Plan) on April 1, 2013 and ashas received a lump sum on or about October 1,September 30, 2011 under theThe Black & Decker Supplemental Pension Plan and theThe Black & Decker Supplemental Executive Retirement Plan pursuant to elections made underbased on the terms of those Plans prior to the Merger;each plan; (iv) the individual will not die or withdraw funds before retirement; (v) the 20112014 PPA mortality table for annuitants and non-annuitants; and (vi) a discount rate of five percent (5.0%)4.50% . With respect to Mr. Lundgren and Mr. Loree, the accrued benefit in each case has continued to grow; the increase in the present value of the benefit can also be attributed to changesthe passage of time and in assumptions, primarilythe case of Mr. Loree, the change in his elected form of payment from a lower assumed interest rate.lump sum to a 100 % joint and survivor annuity. With respect to Mr. Archibald thehis accrued benefit has not changed; the increasechange in present value of his benefitshown as zero is due to passage of time and changesthe change in assumptions.assumptions from last year.

    31

    Non-Qualified Defined Contribution and Deferred Compensation Plans

         Prior to the Merger, Mr. Archibald was a participant in the Black & Decker Supplemental Retirement Savings Plan. He ceased to be a participant when he became a Stanley Black & Decker, Inc. employee at the time of the Merger and received a distribution of $3,764,990.76 in accordance with the terms of the Plan on April 30, 2010.

        Participants in the Company’s Management Incentive Compensation Plan (“MICP”),MICP, including its executive officers, may defer receipt of annual awards pursuant to the MICP, provided the election to defer receipt is made in the calendar year prior to grant of the award.

        The following relates to the Stanley Black & Decker Supplemental Retirement and Account Value Plan, for Salaried Employees of The Stanley Works, a non-qualified defined contribution plan as it applies to named executive officers and certain other employees. Mr. Archibald was not a participant in this Plan in 2010.

      Executive Registrant Aggregate Aggregate Aggregate
      Contributions Contributions Earnings Withdrawals/ Balance
          in Last FY     in Last FY     in Last FY     Distributions     at Last FYE
    Name ($) ($) ($) ($) ($)
    (a) (b) (c) (d) (e) (f)
    John F. Lundgren 0 247,593 75,132 0 1,045,706
    Donald Allan, Jr. 115,066 66,998 9,259 0 482,347
    Jeffery D. Ansell 85,283 83,703 61,540 0 520,044
    James M. Loree 146,825 120,621 161,292 0 1,429,269

    ExecutiveRegistrantAggregateAggregate
    ContributionsContributionsEarningsWithdrawals/Aggregate
         in Last FY     in Last FY     in Last FY     Distributions     Balance
    Name($)($)($)($)at Last FYE ($)
    (a)(b)(c)(d)(e)(f)
    John F. Lundgren   0      257,625     149,633     0      2,423,619   
    Donald Allan, Jr.31,25042,68311,83801,040,917
    Jeffery D. Ansell40,542   40,595 243,187 0 1,268,851
    D. Brett Bontrager 026,99317,029  0  184,296
    James M. Loree 81,000110,447  353,54403,173,507 
    Nolan D. Archibald20,731031,629338,3740

    Footnote to column (a) of Non-Qualified Defined Contribution and Deferred Compensation Plans Table
    At the end of 2010, theThe Company amendedmaintains the Stanley Black & Decker Retirement Account Value Plan, a tax-qualified 401(k) Plan, the Stanley Black & Decker Supplemental Retirement and Account Value Plan, for Salaried Employees of The Stanley Works and the Deferred Compensation Plan for Participants in the Company’s Management Incentive Compensation Plan. As a result of these amendments, the Stanley Account Value Plan has been renamed the Stanley Black & Decker Retirement Account Plan, the Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works, as it applies to named executive officers and certain other employees, has been replaced by the Stanley Black & Decker Supplemental Retirement Account Plan, and the Deferred Compensation Plan for Participants in the Company’s Management Incentive Compensation Plan has been closed to new deferrals. Certain employees may now defer bonuses and other compensation pursuant to the Stanley Black & Decker Supplemental Retirement Account Plan. The discussion below relates to the plans that were in effect through 2010.

    The compensation that couldmay be deferred by employees and the amounts that couldmay be credited to their accounts under the Stanley Black & Decker Retirement Account Value Plan wasare limited due to certain provisions of the Internal Revenue Code and the regulations. The Stanley Black & Decker Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works providedprovides executive officers and certain other employees with benefits that could notcannot be provided under the Stanley Black & Decker Retirement Account Value Plan.

    Pursuant to the Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works,

    Effective January 1, 2011, an eligible employee could electmay defer up to defer a portion50% of base salary and up to 100% of his or her compensation to be credited to a supplemental employee contributions account. The total amount deferred under the Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works, plus the amount the employee could defermanagement incentive bonus each year under the Stanley Black & Decker Supplemental Retirement Account ValuePlan. Matching contributions are made under the Stanley Black & Decker Supplemental Retirement Account Plan could not exceed 15% of his or her annual compensation. For this purpose, compensation included salary, bonuses, certain other amounts earned as an employeeequal to 50% of the Company that are includible in taxable income, and amounts deferred or contributed at the electionelective deferral contributions from up to 7% of the employee toportion of compensation earned during the year that consists of salary and management incentive bonuses, including elective contributions made from such salary and management incentive bonuses under the Stanley Black & Decker Supplemental Retirement Account Value Plan or any other Company-sponsored plan under an arrangement described in Section 401(k) or 125 of the Internal Revenue Code Section 125 or 401(k) that exceeds the amount of such compensation that may be recognized under the Stanley Black & Decker Retirement Account Plan.

    Effective January 1, 2011, supplemental Core allocations are made for certain participants in the Stanley Black & Decker Supplemental Retirement and Account Valueplan, determined on the basis of the formulas in the Stanley Black & Decker Retirement Account Plan for Salaried Employees of The Stanley Works. MatchingCore allocations, with respectCore Transition Benefit allocations, and additional Core Transition Benefit allocations, as applied to compensation that was deferredin excess of the compensation recognized under the Stanley Black & Decker Retirement Account Plan. None of the Company’s named executive officers is eligible to receive supplemental additional Core Transition Benefit allocations under the Stanley Black & Decker Supplemental Retirement and Account ValuePlan. Mr. Archibald is not eligible to receive any supplemental Core allocations.



    Effective January 1, 2011, all matching allocations credited under the Stanley Black & Decker Supplemental Retirement Account Plan, for Salaried Employees of The Stanley Works were credited to the employee’sincluding any supplemental employer contributions account. Such allocations for a year other than 2009, plus the matching allocations that could bewere made for such aprior to 2011, are vested upon completion of one year other than 2009 to theof service or, if earlier, upon an active employee’s matchingreaching age 55, becoming disabled, or death. Effective January 1, 2011, all Core allocations accountcredited under the Stanley Account Value Plan, could not exceed 3.5% of the employee’s annual compensation. With respect to 2009, the Company eliminated matching and Cornerstone Account allocations under theBlack & Decker Supplemental Retirement and Account value Plan, for Salaried Employees of The Stanley Works. Effective January 1, 2010, matching andtogether with prior supplemental Cornerstone Account allocations, were reinstated at 2008 levels. Matching allocations credited to the supplemental employer contributions account were 100%are vested once a participant completedafter three years of service and, except as provided below, were not vested prior toor, if earlier, upon a participant’s reaching age 55, becoming disabled, or death, while employed by the completionCompany.

    All of three years of service. In addition,the supplemental basic Cornerstone allocations couldaccounts that are described above are credited with notional investment earnings or losses, depending upon the investment options selected by the participants, which may be made to an employee’s supplemental employer contributions account forchanged on a year other than 2009, based on compensation abovedaily basis by the level recognized under the Stanley Account Value Plan.

    Ordinarily, aparticipants. A participant ordinarily receives a lump sum distribution of his or her totalthe vested supplemental account balance under the Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Worksbalances following termination of employment. A participant could elect to receiveemployment unless he or she has elected a later distribution date. Upon death, the lump sum distribution at a specified date subsequent to termination of employment. His or her beneficiary receivedvested supplemental account balances are payable in a lump sum distributionto the designated beneficiary of his or her totalthe participant. However, Mr. Lundgren’s vested account balance upon his or her death. Loans and in-service withdrawals were not permitted other than an in-service withdrawal in the event of an unforeseeable emergency. The vested account balance of Mr. Lundgren under the Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works was required toaccounts will be paiddistributed at the same time and in the same form as his benefit under the supplemental make-whole arrangement. The vested account balance of Mr. Loree under the Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works was required toSupplemental Executive Retirement Program, and Mr. Loree’s vested accounts will be paiddistributed at the same time and in the same form as his benefitsbenefit under The Stanley Works Supplemental Executive Retirement Program.
    Cornerstone allocations credited to an employee’s supplemental employer contributions account were 100% vested once the employee completed three years of service, and, except as described below, were not vested prior to the completion of three years of service. Both matching allocations and Cornerstone allocations under the Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works also became vested if, while employed by the Company, the participant attained age 65 or became disabled or died.
    The Company also provided a supplemental Cornerstone allocation in years other than 2009 for certain participants in the Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works that was in addition to the supplemental basic Cornerstone allocation. Supplemental Cornerstone allocations were discontinued effective January 1, 2009 and reinstated effective January 1, 2010. None of the Company’s named executive officers was eligible to receive this additional Cornerstone allocation.
    32

    Footnote to columns (b) and (c) of Non-Qualified Defined Contribution and Deferred Compensation Plans Table
    The executive contributions listed in column (b) are reported as compensation in column (c) of the Summary Compensation Table.

    The Company contributions listed in column (c) are reported as compensation in column (i) of the Summary Compensation Table.

    Footnote to column (d) of Non-Qualified Defined Contribution and Deferred Compensation Plans Table
    Participants in the Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works couldmay elect to have their account balances credited with notional earnings based on the performance of certain investment options made available to the participants under the plan. Participants couldmay elect to change their investment elections at any time by contacting the Stanley SavingsRetirement Service Center via telephone or Internet. During the plan year ended December 31, 2010,2013, the accounts of the named executive officers under the plan were credited with earnings at the following rates, based on the investment options which they elected: the Stanley Black & Decker Stock Fund 29.69%11.94%; Short Term InvestmentBlackrock Money Market Fund 0.17%0.22%; SSgA US TIPS 5.95%Intermediate Government/Credit Bond Index Fund (0.94%); EB DL Non SL Aggregate Bond Index Fund (2.26%); SSgA S&P 500US Inflation Protected Bond Index Fund 14.87%(8.70%); EB DL Non SL Stock Index Fund 32.35%; SSgA U.S. Total Market Index Fund 17.18%33.26%; SSgA International Index Fund 7.64%; SSgA Bond Market Index Fund 6.31%; and SSgA US Extended Market Index Fund 28.28%37.72%; LKCM Small CapitalSSgA Global Equity Institutionalex US Index Fund 32.98%14.63; Neuberger Berman Genesis Fund 37.23%; Dodge & Cox International Stock Fund 13.69%26.31%; BGI Target Retirement Income Fund 10.83%; BGI TargetBlackrock LifePath Index Retirement Fund 6.56%; Blackrock LifePath Index 2015 11.84%Fund 7.59%; BGI Target RetirementBlackrock LifePath Index 2020 Fund 2020 12.89%10.09%; BGI Target RetirementBlackrock LifePath Index 2025 Fund 2025 13.40%12.18%; BGI Target RetirementBlackrock LifePath Index 2030 Fund 2030 14.26%14.02%; BGI Target RetirementBlackrock LifePath Index 2035 Fund 2035 14.65%15.70%; BGI Target RetirementBlackrock LifePath Index 2040 Fund 2040 15.33%17.24%; BGI Target RetirementBlackrock LifePath Index 2045 Fund 2045 15.71%18.72%; BGI Target RetirementBlackrock LifePath Index 2050 Fund 2050 16.26%20.07%; Blackrock LifePath Index 2055 Fund 21.24%. The Company has not included any portion of the earnings listed in column (d) as compensation in the Summary Compensation Table.

    Footnote to column (e) of Non-Qualified Defined Contribution and Deferred Compensation Plans Table
    The amount set forth in column (e) represents the distribution of funds held throughin the Stanley Black & Decker Supplemental Retirement SavingsAccount Plan following the Merger, pursuant to the terms of that Plan.

    Retirement Programs covering Mr. Archibald

         As discussed above,

    Mr. Archibald willstarted to receive a distributionmonthly benefit under Thethe Stanley Black & Decker Pension Plan followingon April 1, 2013 in connection with the termination of his employment with the Company; he will receiveCompany. He received distributions pursuant to The Black & Decker Supplemental Pension Plan and The Black & Decker Supplemental Executive Retirement Plan on or about September 12,30, 2011 pursuant to distribution elections Mr. Archibaldhe made while he was an employee of The Black & Decker Corporation. Mr. Archibald became eligible for coverage under the Stanley Black & Decker Retirement Account Value Plan when he became an employee of the Company immediately following the Merger but was not eligible for Cornerstone or Core allocations under that plan. Effective January 1, 2011, Mr. Archibald became eligible for coverage under the Stanley Black & Decker Supplemental Retirement Account Plan, but was not eligible for Core allocations under that plan. Prior to the Merger, Mr. Archibald was eligible for contributions under The Black & Decker Retirement Savings Plan, a tax qualified 401(k) defined contribution retirement plan that, prior to 2011, covered most salaried employees of The Black & Decker Corporation and its subsidiaries. Contributions were discontinued under The Black & Decker Retirement Savings Plan at the end of 2010 and, effectiveEffective January 1, 2011, The Black & Decker Retirement Savings Plan was merged into and all of its assets and liabilities were transferred to the Stanley Black & Decker Retirement Account Plan.

    Retirement Programs effective January 1, 2011
         Effective January 1, 2011, the restated Stanley Account Value Plan (known effective in 2011 as the Stanley Black & Decker Retirement Account Plan) continues to offer tax-deferred savings and the same level of matching allocations (50% match on the first 7% of pay contributed on Mr. Archibald received a pre-tax basis) for eligible participants. The tax laws limit the amount of elective contributions that may be made for a year. Pay is subject to limits imposed under the tax laws and includes amounts such as salary, management incentive bonuses, and certain other taxable compensation, and also includes any such amounts contributed at the election of a participant under Section 125 or 401(k) of the Internal Revenue Code but excludes amounts such as moving expenses, welfare benefits, and certain bonuses. Beginning January 1, 2011, matching allocations are 100% vested upon completion of one year of service and, except as described below, are not vested prior to completion of one year of service. Contributions made by participants and matching allocations continue to be allocated to Choice Accounts that are subject to investment direction by participants that may be changed on a daily basis by participants.
         Underdistribution from the Stanley Black & Decker Retirement Account Plan effective January 1, 2011,on March 18, 2013, in accordance with his election following termination of his employment with the Cornerstone Account has been renamed the Core Account, and, for certain participants, there are allocations to Core Accounts. These accounts continue to be subject to investment direction by participants. The regular allocations toCompany. In addition, as a participant’s Core Account for a calendar year are based on the participant’s age on the last dayresult of the calendar year and the participant’s pay (as described above, subject to limits imposed by the tax law) for each calendar quarter during the year (with pay recognized for a calendar quarter only if the participant hadtermination of his employment status on the last day of the calendar quarter) as follows:
    AgeAllocation Amount (% of pay)
    Less than 402%
    40-544%
    55 and over6%

    33

         There is also a Core Transition Benefit Allocation to the Core Account, during the five calendar years that begin with the 2011 year, for an individual who received Cornerstone Allocations during 2010 or who accrued benefits during 2010 under The Black & Decker Pension Plan or the Retirement Plan for Hourly-Rated Employees of Porter Cable Corporation. The Core Transition Benefit Allocation increases an individual’s Core Allocation by the following percentages of pay (as described above subject to the limits applied under the tax law):
    Age      2011      2012      2013      2014      2015
    Less than 40 1% 1% 0.5% 0.5% 0.5%
    40-54 1% 1% 0.5% 0.5% 0.5%
    55 and over 3% 3% 1.5% 1.5% 1.5%

         There is an Additional Core Transition Benefit Allocation to the Core Account for the five calendar years that begin with the 2011 year, for an individual who is eligible for Core Transition Benefit Allocations and on January 31, 1998, was a participant in The Stanley Works Retirement Plan, The Black & Decker Pension Plan, or the Retirement Plan for Hourly-Rated Employees of Porter Cable Corporation. This allocation is a percentage of pay (as described above, subject to the limits applied under the tax law), based on the individual’s age on December 31, 2001, and credited service as of January 31, 1998. The percentage of pay, depending upon an individual’s age and credited service, may vary between 0.1% and 7.0%. None of the Company’s named executive officers is eligible for Additional Core Transition Benefit Allocations.Company, Mr. Archibald is not eligible for any allocations toreceived a Core Account.
         Effective January 1, 2011, funds allocated to a Core Account are 100% vested once a participant has completed three years of service and, except as discussed below, are not vested prior to the completion of three years of service. Regardless of years or service, a participant will become 100% vested in the total value of both the Choice Account and the Core Account if, while the participant is employed by the Company, the participant reaches age 55 or becomes totally and permanently disabled or dies. A participant’s vested accounts are payable upon termination of employment in a lump sum and, if payments are made after attainment of age 70 ½, the participant may elect instead to receive annual installment payments equal to the minimum required distributions under the tax law. If a participant dies, the total vested value of the participant’s accounts (including amounts that become vested upon death while employed by the Company) is payable in a lump sum to his or her beneficiary.
         The January 1, 2011, restatement of the Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works (known effective in 2011 as the Stanley Black & Decker Supplemental Retirement Account Plan) provides benefits that may not be provided to executive officers and certain management employees under the Stanley Black & Decker Retirement Account Plan. Effective January 1, 2011,distribution from the Stanley Black & Decker Supplemental Retirement Account Plan permits a participant to make contributions on a pre-tax basisOctober 15, 2013 in accordance with the terms of up to 50% of the pay earned for a calendar year that consists of base salary (including commissions and vacation pay) and of up to 100% of the pay earned for a calendar year that consists of bonuses provided under the Company’s management incentive plans. These contributions are credited to a supplemental employee contributions account that is also credited with funds attributable to any supplemental employee contributions made before the implementation of the 2011 restatement. The Company provides matching allocations for a year, that are credited to a supplemental matching allocations account, equal to 50% of the participant’s elective contributions for the year of up to 7% of the portion of pay for the year (as described above) in excess of the amount of pay that may be taken into account for the year under the Stanley Black & Decker Retirement Account Plan. Therefore, the maximum amount of matching allocations for a participant for a year under the Stanley Black & Decker Supplemental Retirement Account Plan is 3.5% of the portion of the participant’s pay for the year in excess of the amount of pay that may be recognized for the year under the Stanley Black & Decker Retirement Account Plan. The participant’s supplemental elective contributions are immediately vested. The supplemental matching allocations, including supplemental matching allocations made prior to 2011, are 100% vested after completion of one year of service and, except as described below, are not vested prior to completion of one year of service.
    plan.

         Under the Stanley Black & Decker Supplemental Retirement Account Plan, supplemental Core allocations, along with supplemental Cornerstone allocations made for years prior to 2011, are credited for certain participants to supplemental Core allocations accounts. These supplemental Core allocations are based on the Core Account allocation formulas in the Stanley Black & Decker Retirement Account Plan (including the allocation formulas for Core Transition Benefit Allocations and Additional Core Transition Benefit Allocations for 2011 through 2016) but are applied with respect to the portion of a participant’s pay in excess of the amount of pay that may be recognized under the Stanley Black & Decker Retirement Account Plan. Supplemental Core allocations, along with supplemental Cornerstone allocations made for years prior to 2011, are vested upon completion of three years of service and, except as described below, are not vested prior to completion of three years or service.

    34

         Irrespective of the number of a participant’s years of service, he or she is vested in all supplemental matching and Core accounts upon attaining age 55 while employed by the Company or in the event of death or total disability while employed by the Company.
         All supplemental accounts are credited with notional investment earnings or losses, depending upon the investment options selected by the participants that may be changed on a daily basis by the participants. A participant ordinarily receives a lump sum distribution of the vested account balances following termination of employment unless he or she has elected a later distribution date. Upon death, the vested account balances are payable in a lump sum to the designated beneficiary of the participant. However, Mr. Lundgren’s vested accounts are distributed at the same time and in the same form as his benefit under the CEO Make-Whole Arrangement and Mr. Loree’s vested accounts are distributed at the same time and in the same form as his benefit under The Stanley Works Supplemental Executive Retirement Program.
    Executive Officer Agreements

    Agreement with John F. Lundgren, Director, PresidentChairman and Chief Executive Officer

    In February 2004, the Company entered into an employment agreement with Mr. Lundgren pursuant to which Mr. Lundgren agreed to serve as the Company’s Chairman and Chief Executive Officer. On December 10, 2008, the employment agreement was amended and restated primarily to comply with rules under Section 409A of the Internal Revenue Code, of 1986, as amended, governing time and form of payments. The changes did not generally affect the scope or amount of benefits Mr. Lundgren was entitled to receive under the employment agreement. On November 2, 2009, the employment agreement was again amended and restated in connection with the Merger. Mr. Lundgren’s amended and restated agreement which is on file as an exhibit to the Company’s Current Report on Form 8-K filed November 3, 2009, became effective upon completion of the Merger on March 12, 2010, at which time Mr. Lundgren’s position was changed to President, Chief Executive Officer and a Director of the Company.

         As On March 13, 2013 the Company and Mr. Lundgren agreed that his employment agreement is to be construed and interpreted to reflect (i) that he has ceased to serve as the President of January 2, 2010, Mr. Lundgren’s annual base salary was $1,050,000. the Company and (ii) that he has assumed the additional role and responsibilities of Chairman of the Board of the Company.



    As provided in the amended agreement on March 12, 2010, Mr. Lundgren’s annual base salary was increased to $1,250,000 andin connection with the Merger, on March 15, 2010 Mr. Lundgren received a special grant of 325,000 restricted stock unitsRSUs that vest in two equal installments on March 12, 2014 and March 12, 2015 (the “Merger RSUs”). Pursuant to his agreement, Mr. Lundgren’s annual base salary is subject to review for increase at least annually and may not be decreased except pursuant to across-the-board salary decreases similarly affecting all senior Company executives. Pursuant to the terms of his agreement, Mr. Lundgren is entitled to participate in the MICP with an annual target bonus opportunity equal to 150% of his annual base salary, a threshold bonus opportunity equal to 75% of his annual base salary, and a maximum potential award equal to 300% of his annual base salary and he is entitled to receive (a) annual performance awards with a target annual value (based on the full grant date value as determined for purposes of the Company’s financial reporting) equal to 300% of his annual base salary, with a threshold potential annual performance award equal to 150% of his annual base salary and a maximum potential annual performance award equal to 500% of his annual base salary, and (b) annual awards of options to purchase 150,000 shares of Company common stock. Mr. Lundgren also is entitled to participate in all employee benefit plans as are generally made available to the Company’s senior officers.

    Under his employment agreement, if Mr. Lundgren’s employment is terminated by the Company without cause or if Mr. Lundgren terminates his employment as a result of a constructive termination of employment, (i) Mr. Lundgren will receive a lump sum in cash equal to two times his annual base salary and target annual bonus opportunity; (ii) the Merger RSUs will immediately vest; (iii) Mr. Lundgren and his eligible dependents will receive up to twenty-four months of continued health and welfare benefits coverage; (iv) Mr. Lundgren will receive a pro-rata target annual bonus in respect of the year in which the termination of employment occurs; and (v) Mr. Lundgren will be subject to a twenty-four month non-competition and non-solicitation covenant.

    As a condition to receiving the payments described above, Mr. Lundgren is required to execute a general release of claims. In addition, upon termination of his employment, the Company will provide Mr. Lundgren with access to retiree medical coverage, at his cost, on the same terms and conditions as are generally made available to other retirees of the Company; provided, however, the Company is not required to provide such access if Mr. Lundgren’s employment is terminated for cause. For a discussion of the retirement provisions of the employment agreement, see “CEO Make-Whole Retirement Arrangement” discussed on page 31. See the “Termination Provisions Summary” table on page 3938, and the footnotes thereto, for information regarding payments which would have become payable to Mr. Lundgren if his employment had terminated effective January 1, 2011.December 28, 2013.

    35

    Agreement with James M. Loree, Executive Vice President and Chief Operating Officer

    On November 2, 2009, in connection with the Merger, the Company entered into an employment agreement with James M. Loree, then Executive Vice President and Chief Operating Officer of the Company. Pursuant to the terms of the agreement, on March 12, 2010, Mr. Loree’s annual base salary was set at $750,000 and on March 15, 2010, Mr. Loree received a special grant of 200,000 restricted stock units that vest in two equal installments on March 12, 2014 and March 12, 2015 (the “Merger RSUs”). On January 13, 2013, Mr. Loree had been elected by the Board of Directors to serve as President and Chief Operating Officer of the Company. As a result, the Company and Mr. Loree have agreed that his employment agreement is to be construed and interpreted to reflect (i) that he has ceased to serve as Executive Vice President of the Company and (ii) that he will serve as President and Chief Operating Officer of the Company.

    Mr. Loree’s annual base salary is subject to review for increase at least annually and may not be decreased except pursuant to across-the-board salary decreases similarly affecting all senior Company executives. Pursuant to the terms of his agreement, Mr. Loree is entitled to participate in the MICP with an annual target bonus opportunity equal to 100% of his annual base salary, a threshold bonus opportunity equal to 50% of his annual base salary, and a maximum potential award equal to 200% of his annual base salary and to receive (a) annual performance awards with a target annual value (based on the full grant date value as determined for purposes of the Company’s financial reporting) equal to 250% of his annual base salary, with a threshold potential annual performance award equal to 125% of his annual base salary and a maximum potential annual performance award equal to 400% of his annual base salary, and (b) annual awards of options to purchase 100,000 shares of Company common stock. Mr. Loree also is entitled to participate in all employee benefit plans as are generally made available to the Company’s senior officers.

    Under his employment agreement, if Mr. Loree’s employment is terminated by the Company without cause or if Mr. Loree terminates his employment as a result of a constructive termination of employment, the employment agreement provides that (i) Mr. Loree will receive a lump sum in cash equal to two times his annual base salary and target annual bonus opportunity; (ii) the Merger RSUs will immediately vest; (iii) Mr. Loree and his eligible dependents will receive up to twenty-four months of continued health and welfare benefits coverage; (iv) Mr. Loree will receive a pro-rata target annual bonus in respect of the year in which the termination of employment occurs; (v) Mr. Loree shall be deemed to have attained service



    through the greater of his actual age as of the date of termination and age 54 for all purposes (including vesting and benefit accrual) under the Supplemental Executive Retirement Plan; and (v)(vi) Mr. Loree will be subject to a twenty-four month non-competition and non-solicitation covenant.

    As a condition to receiving the payments described above, Mr. Loree is required to execute a general release of claims. In addition, upon termination of his employment, the Company will provide Mr. Loree with access to retiree medical coverage, at his cost, on the same terms and conditions as are generally made available to other retirees of the Company; provided, however, the Company is not required to provide such access if Mr. Loree’s employment is terminated for cause. See the “Termination Provisions Summary” table on page 4342, and the footnotes thereto, for information regarding payments which would have become payable to Mr. Loree if his employment had terminated effective January 1, 2011.December 28, 2013.

    Agreement with Nolan D. Archibald, Former Executive Chairman

    On November 2, 2009, in connection with the Merger, the Company entered into an agreement with Nolan D. Archibald, who was then the Chairman, President and Chief Executive Officer of Black & Decker. Under the terms of his agreement, which became effective on March 12, 2010, Mr. Archibald will serveserved as a member and Executive Chairman of the Company’s Board of Directors and as an employee of the Company for a period of three years following the completion of the Merger. While Mr. Archibald is employed by the Company, he will receive an annual base salary of $1,500,000 and will be entitled to participate in the MICP, with an annual target bonus opportunity equal to $1,875,000. Pursuant to his employment agreement, on March 15, 2010, Mr. Archibald received a special grant of 1,000,000 stock options, which will vest in full on March 12, 2013. During the three years that Mr. Archibald is employed by the Company, Mr. Archibald also will be eligible to receive annual equity awards with an aggregate annual value (based on the full grant date value as determined for purposes of the Company’s financial reporting), equal to $6,650,000 and comprised (based on value) of 50% stock options and 50% restricted stock, restricted stock units or other full-share type awards. Mr. Archibald also will be eligible to receive a cost synergy bonus on March 12, 2013 based on the achievement of certain goals set forth in the following table.

    Cost Synergy LevelBonus
    AttainedAmount
    Less than $150 million$0
    $150 million$0
    $225 million$15 million
    $300 million$30 million
    $350 million$45 million
    More than $350 million$45 million

    36

         For purposes of the cost synergy bonus, the Cost Synergy Level Attained means the annual run-rate of cost savings achieved by the Company as of March 12, 2013 that are attributable to the Merger. The cost savings will be calculated on a pre-tax basis, applying generally accepted accounting principles and otherwise consistent with the methods of cost synergy measurements used in reports provided to the Board of Directors and included in the Company’s public filings. The calculation will not include any revenue synergies. To the extent the cost synergy level attained is between two values set forth in the table above, the cost synergy bonus will be determined by linear interpolation between the two corresponding cost synergy bonus amount values. In addition, each bonus amount set forth in the table above will be increased at an interest rate of 4.5% compounded annually over the three-year period beginning on March 12, 2010.
         Mr. Archibald also is entitled to participate in all group welfare plans as are generally made available to the Company’s senior executives and all fringe benefit and perquisite programs as are generally made available to Mr. Lundgren. In addition, Mr. Archibald will remain entitled to receive certain perquisites and benefits that he had been receiving as of December 31, 2008 pursuant to his employment agreement with Black & Decker, including business and personal use of the Company’s aircraft. The Company also will continue to honor certain of Mr. Archibald’s entitlements under his employment agreement with Black & Decker and other compensation plans or arrangements of Black & Decker, including (i) a payment of $3,750,000 in respect of Black & Decker’s executive annual incentive plan for the 2009 performance period (to the extent not previously paid by Black & Decker), (ii) a payment of $4,725,000 in respect of Black & Decker’s 2008 Executive Long Term Incentive/Retention Plan (to the extent not previously paid by Black & Decker), (iii) any amounts owed to Mr. Archibald under Black & Decker’s Supplemental Executive Retirement Plan, Supplemental Pension Plan and Supplemental Retirement Savings Plan, (iv) retiree medical benefit coverage for Mr. Archibald and his spouse (to the extent Mr. Archibald is eligible to receive such benefit coverage upon his retirement under Black & Decker’s applicable plans), and (v) reimbursement of all legal fees and expenses Mr. Archibald incurs as a result of the application of Section 4999 of the Code to the payments and benefits under his agreement with the Company.
         Pursuant to Mr. Archibald’s employment agreement with Black & Decker, upon completion of the Merger, he would have been entitled to a severance payment in the amount of $20,475,000, as well as a gross-up payment if he were to be subject to the excise tax imposed by Section 4999 of the Code, based on Mr. Archibald not becoming chairman, president and chief executive officer of the Company. Under the terms of Mr. Archibald’s agreement with the Company, however, Mr. Archibald agreed to waive his entitlement to the severance payment and the gross-up payment that would have been payable under the Black & Decker employment agreement upon completion of the Merger.
         Under his agreement with the Company, if Mr. Archibald’s employment is terminated by the Company without cause or if Mr. Archibald terminates his employment as a result of a constructive termination of employment, (i) Mr. Archibald will receive the cost synergy bonus on March 12, 2013 (as if Mr. Archibald had remained continuously employed by the Company through such date and based on the actual Cost Synergy Level Attained as of March 12, 2013), (ii) all outstanding equity awards will immediately vest, (iii) Mr. Archibald and his eligible dependents will receive continued health and welfare benefits coverage until March 12, 2013 when he retired and (iv) Mr. Archibald will be subject to a non-competition covenant through March 12, 2013 and a twenty-four month non-solicitation covenant. As a condition to receiving the payments described above, Mr. Archibald is required to execute a general release of claims.his employment agreement expired. See the “Termination Provisions Summary” table on page 4243, and the footnotes thereto, for information regarding payments which would have becomebecame payable to Mr. Archibald ifas a result of his employment had terminated effective January 1, 2011.retirement in March 2013.

    Termination and Change in Control Provisions

    The Company has adopted a separation pay policy applicable to executive officers and certain other members of management pursuant to which the Company will provide separation pay upon a termination of employment that is permanent, involuntary, initiated by the Company through no fault of the affected employee, and is the direct result of a job elimination or combination with another position. The purpose of the policy is to help affected individuals transition to new employment without any loss in base compensation for a specified period. Pursuant to this policy, subject to adjustment, as required to comply with Section 409A of the Internal Revenue Code, of 1986, as amended, a named executive officer who qualifies for separation pay under the policy would receive up to one year’s pay at his or her annual base salary at the date of termination, continued life, AD&D, medical, dental and vision insurance coverage through the end of the month in which he or she receives separation pay, provided he or she makes the necessary contributions, and would be allowed 180 days plus two calendar months to exercise any vested but unexercised stock options. Any employee who is at least 55 years of age and has at least 20 years of consecutive service with the Company at the time of termination also would be eligible to receive a special medical subsidy equal to 50% of normal COBRA costs for a maximum of 18 months. The separation pay policy would not apply to Messrs. Lundgren or Loree or Archibald,, whose severance would be governed by the terms of their agreements as described above.

    37

    The Company’s 2006 Management Incentive Compensation Plan (“MICP”),MICP, its 1997, 2001, and 2009 Long TermLong-Term Incentive Plans (the “1997 LTIP,” the “2001 LTIP,” the “2009 LTIP,” or, collectively,respectively), the 2013 Long Term Incentive Plan (collectively with the 2001 LTIP and the 2009 LTIP, the “LTIPs”), and change in control severance agreements with each of Messrs. Lundgren, Allan, Ansell, Bontrager and Loree, and other senior officers of the Company (“Change in Control Agreements”) include provisions for the acceleration of payments and/or other benefits upon the occurrence of a “Change in Control.”

    A Changechange in Controlcontrol under the MICP, the LTIPs and the Change in Control Agreements is generally deemed to have occurred in any of the following circumstances: (i) subject to certain exceptions, a person is or becomes the beneficial owner of securities representing 25% or more of the combined voting power of the Company’s then outstanding securities; (ii) there is a change in the composition of the Board of Directors such that less than a majority of the members were elected, nominated or appointed by at least two thirds of the incumbent directors; (iii) consummation of a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or entity other than (a) a merger or consolidation where the voting securities of the Company continue to represent at least 50% of the combined voting power of the surviving entity or any parent thereof or (b) a merger or consolidation effected to implement a recapitalization of the Company in which no person is or becomes the beneficial owner of securities representing 25% or more of the combined voting power of the Company’s then outstanding securities; or (iv) the Company’s shareholders approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of its assets unless the shareholders of the Company own at least 50% of the acquiring entity in substantially the same proportions as their ownership of the Company immediately prior to such sale.

         Unless

    With respect to awards granted pursuant to the 2001 LTIP and the 2009 LTIP prior to October 13, 2011, and LTIP and MICP awards granted after October 13, 2011 that are not assumed or replaced by a resulting entity, unless otherwise determined by the Compensation Committee at the time of grant of an award, upon the occurrence of a Change in Control of the Company,



    (i) participants under the MICP will be entitled to a pro rata portion of their award, assuming achievement of the applicable performance goal(s) at target levels and (ii) with respect to awards under the LTIPs, all options will become immediately exercisable in full and will remain outstanding for the remainder of their terms, all performance awards will become payable or distributable, pro rata, assuming achievement at target and all restrictions applicable to restricted stock and restricted stock unitsRSUs will immediately lapse.

    With respect to awards granted after October 13, 2011, the LTIPs and the MICP generally provide for a so-called “double trigger” acceleration in connection with a change in control (each as defined in the applicable plan). Accordingly, no such awards would be accelerated if such awards are assumed or replaced by the resulting entity with an equivalent award and the participant does not incur a qualifying termination prior to the end of the applicable performance period in the case of the MICP or within two years following a change in control in the case of awards under the LTIPs.

    The Company initially entered into a Change in Control Agreement with Mr. Lundgren when he commenced employment on March 1, 2004;2004 and with Mr. Loree on May 9, 2003; and with Mr. Ansell on October 13, 2006.2003. The Company entered into amended and restated Change in Control Agreements with each of the foregoing executives on December 10, 2008, in order to comply with the rules of Section 409A of the Internal Revenue Code, as amended.Code. The changes reflected in the amended and restated Change in Control Agreements do not generally affect the scope or amount of benefits the respective executive officer would be entitled to receive. The Company entered into the amended and restated Change in Control Agreement with Mr. Allan on February 23, 2009. The Forms of Change in Control Agreements executed with Messrs. Allan, Ansell, Bontrager, Loree and Lundgren were entered into prior to 2010 and are on file as exhibits to the Company’s Annual Report on Form 10-K for the year ended January 3, 2009.

    These agreements provide for a two year term, subject to recurring one year extensions unless 90 days’ advance notice is given not to extend the term. In addition, if a Change in Control occurs during the term, the term of each such agreement will not expire earlier than two years from the date of the Change in Control. In order to receive benefits under these agreements, an executive officer must incur a qualifying termination of employment during the term of the agreement. A qualifying termination of employment will generally occur if the executive officer’s employment is actually or constructively terminated within two years following a Change in Control.

    The agreements provide for the following upon a qualifying termination: (i) a lump sum cash payment equal to 3 times (for Messrs. Lundgren and Loree) or 2.5 times (for Messrs. Allan, Ansell and Ansell)Bontrager) annual base salary; (ii) a cash payment equal to 3 times (for Messrs. Lundgren and Loree) or 2.5 times (for Messrs. Allan, Ansell and Ansell)Bontrager) average annual bonus over the 3 years prior to termination; (iii) continuation of certain benefits and perquisites for 3 years (for Messrs. Lundgren and Loree) or 2.5 years (for Messrs. Allan, Ansell and Ansell)Bontrager) (or, if shorter, until similar benefits are provided by the executive officer’s new employer); (iv) a payment reflecting the actuarial value of an additional 3 years (for Messrs. Lundgren and Loree) or 2.5 years (for Messrs. Allan, Ansell and Ansell)Bontrager) of service credit for retirement pension accrual purposes under any defined benefit or defined contribution plans maintained by the Company; and (v) outplacement services (with the cost to the Company capped at $50,000). The foregoing executive officers will also be entitled to receive additional payments to the extent necessary to compensate them for any excise taxes payable by them under the federal laws applicable to excess parachute payments.

    Set forth aton pages 39-4238-43 are tables setting forth the dollar amounts that would have been payable at January 1, 2011December 28, 2013 under the various termination scenarios applicable for each named executive officer.officer (other than Mr. Archibald). The figures set forth in the tables assume a stock price of $67.70,$91.60, the highest reported sale price of a share of Company stock in the sixty (60) days preceding January 1, 2011,December 28, 2013, in calculating amounts payable in respect of RSUs and performance awards following a Change in Control, and $66.87,$81.01, the closing price of Company common stock on December 31, 2010,27, 2013, which was the last business day of the Company’s 20102013 fiscal year, in calculating all other amounts payable in respect of equity awards. The Company’s 20102013 fiscal year ended on January 1, 2011.

    December 28, 2013. Mr. Archibald retired from the Company on March 12, 2013 and accordingly, the table for Mr. Archibald sets forth the amounts only with respect to that triggering event as of that date.

    38


    TERMINATION PROVISIONS SUMMARY
    John F. Lundgren

    Involuntary
    w/out
    Cause or
    VoluntaryInvoluntary
    for Goodw/out
    VoluntaryInvoluntaryReasonCauseDeath
         Resignation     For Cause     (no CIC)     upon CIC     Disability     (Pre-retirement)     Retirement
    Severance006,500,00011,457,075000
    Pro-rata bonus for year
           of termination001,950,0001,950,0001,950,0001,950,0000
    SERP/Retirement Plan8,005,8578,005,8578,005,8579,832,3238,005,8578,005,8578,005,857
    Supplemental Retirement 
           Account contributions 0001,196,25000 0
    Executive benefits &
           perquisites000176,154 000
    Post-termination  
           life insurance115,700 115,700118,604120,056115,7000115,700
    Post-termination health &
           welfare00 31,655 47,482000
    Outplacement00050,000000
    280G tax gross-up00012,054,505000
    Vesting of stock options0001,615,9691,615,9691,615,9690
    Vesting of restricted
           stock units26,328,250026,328,25035,167,89631,102,08831,102,08826,328,250
    Vesting of performance
           shares0009,103,9255,561,4545,561,4540
    Total34,449,8078,121,55742,934,36682,771,63548,351,06848,235,36834,449,807

          Involuntary        
          w/out        
          Cause or        
          Voluntary Involuntary      
          for Good w/out      
      Voluntary Involuntary Reason Cause   Death  
          Resignation     For Cause     (no CIC)     upon CIC     Disability     (Pre-retirement)     Retirement
    Severance 0 0 6,250,000 10,813,200 0 0 0
    Pro-rata bonus for year              
           of termination 0 0 1,875,000 1,875,000 1,875,000 1,875,000 0
    SERP/Retirement Plan 3,689,017 3,689,017 3,689,017 5,687,078 3,689,017 3,689,017 3,689,017
    Supplemental Account              
           Value Plan              
           contributions 0 0 0 1,237,500 0 0 0
    Executive benefits &              
           perquisites 0 0 0 116,133 0 0 0
    Post-termination life              
           insurance 309,615 309,615 313,539 313,539 309,615 0 309,615
    Post-termination health              
           & welfare 0 0 30,460 45,690 0 0 0
    Outplacement 0 0 0 50,000 0 0 0
    280G tax gross up 0 0 0 17,184,077 0 0 0
    Vesting of              
           stock options 0 0 0 3,129,294 3,129,294 3,129,294 0
    Vesting of restricted              
           stock units 21,732,750 0 21,732,750 29,870,272 29,504,064 29,504,064 21,732,750
    Vesting of performance              
           shares 0 0 0 5,835,649 5,914,886 5,914,886 0
    Total 25,731,382 3,998,632 33,890,766 76,157,433 44,421,875 44,112,260 25,731,382


    39

    TERMINATION PROVISIONS SUMMARY
    Donald Allan, Jr.

    Involuntary
    w/out
    Cause or
    VoluntaryInvoluntary
    for Goodw/out
    VoluntaryInvoluntaryReasonCauseDeath
         Resignation     For Cause     (no CIC)     upon CIC     Disability     (Pre-retirement)     Retirement
    Severance00625,0003,091,142000
    Pro-rata bonus for year
           of termination00553,750625,000553,750553,7500
    SERP/Retirement Plan0000000
    Supplemental Retirement  
           Account contributions000239,080000
    Executive benefits & 
           perquisites 00080,000000
    Post-termination     
           life insurance00 13,20533,013000
    Post-termination health &
           welfare009,74541,131000
    Outplacement00050,000000
    280G tax gross-up0002,669,506000
    Vesting of stock options000430,925430,925430,9250
    Vesting of restricted
           stock units0006,019,5865,323,6535,323,6530
    Vesting of performance
           shares0001,071,794649,414649,4140
    Total001,201,70014,351,1776,957,7426,957,7420

          Involuntary        
          w/out        
          Cause or        
          Voluntary Involuntary      
          for Good w/out      
      Voluntary Involuntary Reason Cause   Death  
          Resignation     For Cause     (no CIC)     upon CIC     Disability     (Pre-retirement)     Retirement
    Severance 0 0 475,000 2,298,220 0 0 0
    Pro-rata bonus for year              
           of termination 0 0 760,000 380,000 760,000 760,000 0
    SERP/Retirement Plan 0 0 0 0 0 0 0
    Supplemental Account              
           Value Plan              
           contributions 0 0 0 183,547 0 0 0
    Executive benefits &              
           perquisites 0 0 0 88,183 0 0 0
    Post-termination life              
           insurance 0 0 9,671 24,177 0 0 0
    Post-termination health              
           & welfare 0 0 8,002 37,314 0 0 0
    Outplacement 0 0 0 50,000 0 0 0
    280G tax gross up 0 0 0 2,590,240 0 0 0
    Vesting of              
           stock options 0 0 0 658,025 658,025 658,025 0
    Vesting of restricted              
           stock units 0 0 0 5,020,260 4,958,711 4,958,711 0
    Vesting of performance              
           shares 0 0 0 636,138 782,892 782,892 0
    Total 0 0 1,252,673 11,966,103 7,159,628 7,159,628 0


    40

    TERMINATION PROVISIONS SUMMARY
    Jeffery D. Ansell

    Involuntary
    w/out
    Cause or
    VoluntaryInvoluntary
    for Goodw/out
    VoluntaryInvoluntaryReasonCauseDeath
         Resignation     For Cause     (no CIC)     upon CIC     Disability     (Pre-retirement)     Retirement
    Severance00625,0002,947,604000
    Pro-rata bonus for year
           of termination00576,725625,000576,725576,7250
    SERP/Retirement Plan0000 000
    Supplemental Retirement 
           Account contributions000 230,913000
    Executive benefits &  
           perquisites00076,875000
    Post-termination 
           life insurance0 08,80622,016000
    Post-termination health &
           welfare0015,86055,868000
    Outplacement00050,000000
    280G tax gross-up0000000
    Vesting of stock options000430,925430,925430,9250
    Vesting of restricted
           stock units0006,019,5865,323,6535,323,6530
    Vesting of performance
           shares0001,021,896623,800623,8000
    Total001,226,39111,480,6836,955,1036,955,1030

          Involuntary        
          w/out        
          Cause or        
          Voluntary Involuntary      
          for Good w/out      
      Voluntary Involuntary Reason Cause   Death  
          Resignation     For Cause     (no CIC)     upon CIC     Disability     (Pre-retirement)     Retirement
    Severance 0 0 475,000 2,463,167 0 0 0
    Pro-rata bonus for year              
           of termination 0 0 760,000 380,000 760,000 760,000 0
    SERP/Retirement Plan 0 0 0 0 0 0 0
    Supplemental Account              
           Value Plan              
           contributions 0 0 0 152,141 0 0 0
    Executive benefits &              
           perquisites 0 0 0 78,385 0 0 0
    Post-termination life              
           insurance 0 0 6,781 16,952 0 0 0
    Post-termination health              
           & welfare 0 0 14,509 53,032 0 0 0
    Outplacement 0 0 0 50,000 0 0 0
    280G tax gross up 0 0 0 2,497,212 0 0 0
    Vesting of              
           stock options 0 0 0 741,825 741,825 741,825 0
    Vesting of restricted              
           stock units 0 0 0 6,374,260 6,296,111 6,296,111 0
    Vesting of performance              
           shares 0 0 0 835,552 849,008 849,008 0
    Total 0 0 1,256,290 13,642,525 8,646,945 8,646,945 0


    TERMINATION PROVISIONS SUMMARY
    D. Brett Bontrager

    Involuntary
    w/out
    Cause or
    VoluntaryInvoluntary
    for Goodw/out
    VoluntaryInvoluntaryReasonCauseDeath
         Resignation     For Cause     (no CIC)     upon CIC     Disability     (Pre-retirement)     Retirement
    Severance00525,0002,250,871000
    Pro-rata bonus for year 
           of termination00265,125525,000265,125265,1250
    SERP/Retirement Plan0000000
    Supplemental Retirement
           Account contributions000169,904000
    Executive benefits &   
           perquisites00 092,500000
    Post-termination 
           life insurance0025,510 63,776000
    Post-termination health &
           welfare0015,26058,778000
    Outplacement00050,000000
    280G tax gross-up0000000
    Vesting of stock options000424,375424,375424,3750
    Vesting of restricted
           stock units0005,888,7815,207,9715,207,9710
    Vesting of performance
           shares000946,778580,212580,2120
    Total00830,89510,470,7636,477,6836,477,6830

    41


    TERMINATION PROVISIONS SUMMARY
    James M. Loree

    Involuntary
    w/out
    Cause or
    VoluntaryInvoluntary
    for Goodw/out
    VoluntaryInvoluntaryReasonCauseDeath
         Resignation     For Cause     (no CIC)     upon CIC     Disability     (Pre-retirement)     Retirement
    Severance003,240,0005,516,610000
    Pro-rata bonus for year
           of termination00810,000810,000810,000810,0000
    SERP/Retirement Plan5,217,1835,217,1835,217,1836,472,7185,217,1835,217,183 5,217,183
    Supplemental Retirement   
           Account contributions000 586,476000
    Executive benefits & 
           perquisites000149,359000
    Post-termination
           life insurance108,500 108,500 111,404112,856108,5000108,500
    Post-termination health & 
           welfare0048,64772,971000
    Outplacement00050,000000
    280G tax gross-up0006,600,010000
    Vesting of stock options0001,077,3131,077,3131,077,3130
    Vesting of restricted
           stock units0016,202,00021,918,78119,384,72119,384,7210
    Vesting of performance
           shares0004,638,3602,823,6642,823,6640
    Total5,325,6835,325,68325,629,23448,005,45429,421,38129,312,8815,325,683



    TERMINATION PROVISIONS SUMMARY
    Nolan D. Archibald

          Involuntary        
          w/out        
          Cause or        
          Voluntary Involuntary      
          for Good w/out      
      Voluntary Involuntary Reason Cause   Death  
          Resignation     For Cause     (no CIC)     upon CIC     Disability     (Pre-retirement)     Retirement
    Severance 0 0 0 0 0 0 0
    Pro-rata bonus for year              
           of termination 1,875,000 0 1,875,000 1,875,000 1,875,000 1,875,000 1,875,000
    Black & Decker Pension Plan 796,978 796,978 796,978 796,978 796,978 402,631 796,978
    Black & Decker SERP 27,247,497 27,247,497 27,247,497 27,247,497 27,247,497 27,247,497 27,247,497
    Black & Decker Supplemental              
           Pension Plan 15,248,704 15,248,704 15,248,704 15,248,704 15,248,704 15,248,704 15,248,704
    Supplemental Account Value              
           Plan contributions 0 0 0 0 0 0 0
    Executive benefits &              
           perquisites 0 0 0 0 0 0 0
    Post-termination              
           life insurance 580,000 580,000 588,829 588,829 580,000 0 580,000
    Post-termination health &              
           welfare 0 0 37,106 37,106 0 0 0
    Outplacement 0 0 0 0 0 0 0
    280G tax gross up 0 0 0 0 0 0 0
    Vesting of stock options 574,816 574,816 19,863,138 19,863,138 19,863,138 19,863,138 574,816
    Vesting of restricted              
           stock/RSUs 17,932,873 3,489,678 27,762,953 27,806,267 27,762,953 27,762,953 17,932,873
    Vesting of cost synergy bonus 0 0 51,352,476 51,352,476 13,822,062 13,822,062 0
    Total 64,255,867 47,937,673 144,772,680 144,815,995 107,196,332 106,221,985 64,255,867

    Involuntary
    w/out
    Cause or
    VoluntaryInvoluntary
    for Goodw/out
    VoluntaryInvoluntaryReasonCauseDeath
    ResignationFor Cause(no CIC)upon CICDisability(Pre-retirement)Retirement
    Severance------------0
    Pro-rata bonus for year
           of termination------------364,726
    Black & Decker Pension Plan------------0
    Black & Decker SERP------------0
    Black & Decker Supplemental
           Pension Plan------------0
    Supplemental Retirement
           Account contributions------------0
    Executive benefits &
           perquisites------------0
    Post-termination
           life insurance------------334,357
    Post-termination health &
           welfare------------0
    Outplacement------------0
    280G tax gross-up------------0
    Vesting of stock options------------8,989,483
    Vesting of restricted
           stock/RSUs------------23,933,442
    Vesting of cost
           synergy bonus------------51,352,476
    Total------------84,974,484

    42

    TERMINATION PROVISIONS SUMMARY
    James M. Loree
          Involuntary        
          w/out        
          Cause or        
          Voluntary Involuntary      
          for Good w/out      
      Voluntary Involuntary Reason Cause   Death  
          Resignation     For Cause     (no CIC)     upon CIC     Disability     (Pre-retirement)     Retirement
    Severance 0 0 3,000,000 5,127,325 0 0 0
    Pro-rata bonus for year              
           of termination 0 0 750,000 750,000 750,000 750,000 0
    SERP/Retirement Plan 0 0 3,020,469 4,071,916 2,553,097 2,553,097 0
    Supplemental Account              
           Value Plan              
           contributions 0 0 0 432,692 0 0 0
    Executive benefits &              
           perquisites 0 0 0 103,047 0 0 0
    Post-termination life              
           insurance 0 0 32,364 48,546 0 0 0
    Post-termination health &              
           welfare 0 0 43,775 65,662 0 0 0
    Outplacement 0 0 0 50,000 0 0 0
    280G tax gross up 0 0 0 8,954,831 0 0 0
    Vesting of stock options 0 0 0 1,987,709 1,987,709 1,987,709 0
    Vesting of restricted stock              
           units 0 0 13,374,000 18,050,140 17,828,846 17,828,846 0
    Vesting of performance              
           shares 0 0 0 2,211,006 2,494,741 2,494,741 0
    Total 0 0 20,220,608 41,852,875 25,614,393 25,614,393 0

    Footnotes to Termination Provision Summary Tables

    The Company’s 2013 MICP, provideswhich applied to the awards that were outstanding at fiscal year end, provided that, upon an occurrence of a change in control, payments will be made on a pro rata basis,, assuming performance at target, as discussed above. The Company’s MICP provides that in the case of termination that is involuntary without cause or voluntary for good reason and termination in the event of disability, death or retirement, payments will be made on a pro rata basis based on actual performance. Mr. Lundgren’s and Mr. Loree’s employment agreements provide that in the case of termination that is involuntary without cause or voluntary for good reason and termination in the event of disability or death, bonus payments will be made on a pro rata basis assuming performance at target.

    The amount of benefits payable under the SERP/Retirement Plan for Messrs. Lundgren and Loree is the net amount payable after giving effect to the offset of certain amounts payable pursuant to the Supplemental Retirement Account Plan.

    Benefits that Messrs. Lundgren Loree and ArchibaldLoree would be entitled to receive if their employment were terminated by the Company without cause or if they were to terminate their employment as a result of a constructive termination of employment are described aton pages 35,34- 36 and 37 under the heading ““Executive Officer Agreements.” Under the terms of his employment agreement, the Merger RSUs granted to Mr. Lundgren will become immediately and fully vested in the event of his retirement which was defined, for this purpose, as Mr. Lundgren’s termination of his employment for any reason following completion of the Merger.

    The standard terms of the Company’s stock option and restricted unit awards provide that those awards will become fully vested upon retirement, as defined in the terms of grant. Retirement for these purposes is defined as achievement of age 55 and 10 years of service with the Company or any affiliate; accordingly, Mr. Archibald’s annual bonus would have been paid and the stock option and restricted stock unit awards he received in December 2010 would have become fully vested had he retired on January 1, 2011. Under the terms of the Black & Decker plans pursuant to which they were granted, Mr. Archibald also would vest, pro rata, in the Restricted Stock Awards that were granted to him prior the Merger. Unvested stock options granted prior to the Merger would be cancelled.
    affiliate.

    Under the terms of the Change in Control Severance Agreements between the Company and Messrs. Lundgren, Allan, Ansell, Bontrager and Loree, these executives would be entitled to life, disability, health and accident insurance coverage for a period of 3 years (for Messrs. Lundgren and Loree) or 2.5 years (for Messrs. Allan, Ansell and Ansell)Bontrager) upon a termination without cause following a Change in Control. The estimated value of these benefits includes the product of the annual premiums for fully-insured plans and the equivalent costs for self-insured plans paid by the Company for life, health and accident insurance coverage for these executives during 20102013 multiplied by the appropriate period of time.

    As previously announced, Mr. Archibald retired as of March 12, 2013 and therefore the amounts disclosed for Mr. Archibald reflect only that triggering event. Pursuant to the terms of his employment agreement, in connection with his retirement Mr. Archibald received: (i) a prorated portion of his 2013 MICP based upon the number of days he participated in the MICP program and based on a target bonus of $1,875,000; and (ii) a cash bonus based upon the Company having achieved in excess of $350 million in cost synergies attributable to the Merger. In addition, the table for Mr. Archibald reflects the vesting of previously awarded stock options and time vesting restricted stock units upon his retirement in accordance with the Company’s standard terms of award with respect to retirement.

    Executive Benefits and Perquisites include the current maximum annual allowance for each executive for financial planning services, the cost incurred by the Company for use of the car the executive is currently using, subject to the limits established by the Company as to the amount it will pay in any year, and an estimate of $5,000 per year as the cost of annual physicals.



    The value attributable to the vesting of performance shares has been determined assuming performance at target for terminations following a change in control, consistent with the award terms. For termination upon retirement, death or disability, the award provisions specify that distributions would be made, pro rata, at the time awards are otherwise distributed based on the Company’s actual performance for the performance period. NoThe value included in the calculations for performance awards were distributed for the 2008-20102011-2013 performance period, asawards equals the performance goals were not met. The calculations therefore do not include any value for those awards. It is not possibleamount distributed pursuant to project with any accuracy the distributions that would be madethese awards in February 2014. Performance in 2013 was below threshold for the Working Capital Incentive Program; accordingly, the calculations with respect to distributions upon retirement, death or disability include amounts based on performance at threshold for this Program. Performance exceeded maximum EPS and target ROCE goals established for 2009 and exceeded maximum EPS and threshold ROCE2013 for the 2010 fiscal year2012-2014 performance program and was between threshold and target EPS goal and maximum ROCE goal established for 2013 under the 2009-2011 performance program. Performance in 2010 exceeded maximum EPS and target ROCE goals established for 2010 under the 2010-20122013-2015 performance program. The calculations with respect to distributions upon retirement, death or disability for the 2009-20112012-2014 and 2010-20122013-2015 performance periods include the amounts that would have been distributed based on achievement of these goals when distributions are made for these programs had retirement, death or disability occurred on January 1, 2011,December 28, 2013, as well as a pro-rata bonus based on performance at target for the TSR component of thesethe 2012-2014 and 2013-2015 programs.

    43

    Director Compensation

        The Corporate Governance Committee is responsible for recommending compensation programs for our non-employee directors to our Board of Directors. Accordingly, the Chairman of the Corporate Governance Committee annually collects market data regarding director compensation and reviews that data with the Corporate Governance Committee. The Corporate Governance Committee then considers whether, in light of that data, any changes in the amount or manner in which the Company compensates its independent directors is appropriate, and provides its recommendation to the full Board. The Company’s executive officers do not determine or recommend the amount or form of director compensation and the Corporate Governance Committee has not delegated its responsibility to recommend director compensation. See the discussion on pages 9-10page 7 under the heading “Compensation”“Director Compensation” for a description of the compensation provided to the non-employee directors of the Company.

              Change in      
              Pension Value      
              and      
      Fees       Non-qualified      
      Earned     Non-Equity Deferred      
      or Paid Stock Option Incentive Plan Compensation All Other  
      in Cash Awards Awards Compensation Earnings Compensation Total
    Name ($) ($) ($) ($) ($) ($) ($)
    (a)     (b)     (c)     (d)     (e)     (f)     (g)     (h)
    John G. Breen 121,414 110,000 0 0 0  0  231,414
    George W. Buckley 84,712 110,000 0 0 0  230  194,942
    Patrick D. Campbell 99,353 110,000 0 0 0  3,314  212,667
    Carlos M. Cardoso 99,353 110,000 0 0 0  1,212  210,565
    Virgis W. Colbert 111,846 110,000 0 0 0  75  221,921
    Robert B. Coutts 104,353 110,000 0 0 0  3,411  217,764
    Manuel A. Fernandez 84,712 110,000 0 0 0  2,661  197,373
    Benjamin H. Griswold, IV 84,712 110,000 0 0 0  0  194,712
    Eileen S. Kraus 91,582 110,000 0 0 0  62  201,644
    Anthony Luiso 67,658 -- 0 0 0  0  67,658
    Marianne M. Parrs 99,353 110,000 0 0 0  4,995  214,348
    Robert L. Ryan 84,712 110,000 0 0 0  638  195,350
    Lawrence A. Zimmerman 109,346 110,000 0 0 0  0  219,346

    Change in
    Pension Value
    and
    FeesNon-qualified
    EarnedNon-EquityDeferred
    or PaidStockOptionIncentive PlanCompensationAll Other
    in CashAwards AwardsCompensationEarningsCompensationTotal
    Name     ($)     ($)     ($)     ($)     ($)     ($)     ($)
    (a)(b)(c)(d)(e)(f) (g)(h)
    George W. Buckley125,000125,00000 05,000255,000
    Patrick D. Campbell 143,750125,000000326269,076
    Carlos M. Cardoso125,000125,0000 000250,000
    Robert B. Coutts140,000 125,0000003,022268,022
    Debra A. Crew0000000
    Benjamin H. Griswold, IV145,000125,0000000270,000
    Anthony Luiso142,247125,0000000267,247
    Marianne M. Parrs125,000125,0000004,987254,987
    Robert L. Ryan140,000125,0000001,167266,167

    Footnote to Column (c) of Director Compensation Table:
    The amount set forth in column (c) reflects the grant date fair value of 1,7911,628 restricted share-based grants, which must be settled in cash, with dividend equivalent rights that were granted to each director on April 20, 2010.16, 2013. The dollar amount associated with all outstanding restricted stock unit and stock option awards recognized for financial statement reporting purposes for the fiscal year ended January 1, 2011December 28, 2013 in accordance with Financial Accounting Standards BoardFASB Codification Topic 718—Stock Compensation was $5,509,425.$1,100,000. See footnote J of the Company’s report on Form 10-K for assumptions used in the valuation of these awards and related disclosures.

    Footnote to Column (g) of Director Compensation Table:
    The amount set forth in column (g) reflects the cost to the Company of providing products to the Directors under the Directors Product Program.

    44


         Prior to 2004, the

    The Company made grants of stock options to directors pursuant to the Company’s Stock Option Plan for Non-Employee Directors. That plan expired in September 2004 andmaintains a Restricted Stock Unit Plan for Non-Employee Directors was adopted in April 2004. Commencing in 2004,Directors. Pursuant to the plan, non-employee directors have receivedreceive restricted share based grants whichthat must be settled in cash and have not received grants of stock options. Options to acquire stock of The Black & Decker Corporation that were held by directors of Black & Decker prior to the Merger were converted into options to acquire stock of the Company pursuant to the terms of the Merger Agreement.cash. The aggregate number of such stock awards and the aggregate number of option awards outstanding at fiscal year end for each director is as follows:

      Aggregate Stock-Related Awards Aggregate Option Awards
    Name     Outstanding (#)     Outstanding (#)
    John G. Breen  13,291  0
    George W. Buckley  1,791  0
    Patrick D. Campbell  3,791  0
    Carlos M. Cardoso  5,791  0
    Virgis W. Colbert  13,291  2,318
    Robert B. Coutts  5,791  0
    Manuel A. Fernandez  1,791  6,374
    Benjamin H. Griswold, IV  1,791  0
    Eileen S. Kraus  13,291  9,000
    Anthony Luiso  0  0
    Marianne M. Parrs  5,791  0
    Robert L. Ryan  1,791  0
    Lawrence A. Zimmerman  9,791  0
    Aggregate Stock-Related Awards
    NameOutstanding (#)
    George W. Buckley6,658
    Patrick D. Campbell8,658
    Carlos M. Cardoso10,658
    Robert B. Coutts10,658
    Debra A. Crew0
    Benjamin H. Griswold, IV6,658
    Anthony Luiso4,867
    Marianne M. Parrs10,658
    Robert L. Ryan6,658



    ITEM 2—APPROVAL OF REGISTERED INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    Independent Registered Public Accounting Firm

         The second item of business to be considered is the approval of an independent registered public accounting firm for the 2011 fiscal year.

        Subject to the action of the shareholders at the Annual Meeting, the Board of Directors, on recommendation of the Audit Committee, has appointed Ernst & Young LLP, certified public accountants (“Ernst & Young”), as the registered independent registered public accounting firm to audit the financial statements of the Company for the current fiscal year. In the event the shareholders fail to ratify the appointment, the Audit Committee will consider it a direction to consider other auditors for the subsequent year. Because it is difficult and not cost effective to make any change in independent registered public accounting firms so far into the year, the appointment of Ernst & Young would probably be continued for 20112014 unless the Audit Committee or the Board of Directors finds additional good reason for making an immediate change. Ernst & Young and predecessor firms have been the Company’s auditors for the last 6770 years. Representatives of Ernst & Young will be present at the Annual Meeting with the opportunity to make a statement if they desire to do so and to respond to appropriate questions.

        The Board of Directors unanimously recommends a vote FOR approvingapproval of the selection of Ernst & Young LLP as registered independent registered public accounting firmfor the year 2011.2014 fiscal year.

    Fees of Independent Auditors

        General.In addition to retaining Ernst & Young to audit the Company’s consolidated financial statements for 2010,2013, the Company retained Ernst & Young and other accounting and consulting firms to provide advisory, auditing and consulting services in 2010.2013. The Audit Committee has adopted policies and procedures for pre-approving all audit and non-audit services provided by Ernst & Young. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally subject to a specific budget.budget amount. With respect to non-audit services, the Audit Committee will consider, and if appropriate, give pre-approval to specific sub-categories of such services with related budget amounts. The Audit Committee may delegate pre-approval authority to one or more of its members. Ernst & Young and management are required to periodically report to the full Audit Committee regarding the extent of services provided by Ernst & Young in accordance with the Audit Committee’s policies. All of the

    45

    fees paid to Ernst & Young under the categories “audit-related,” “tax services,” and “other services” were pre-approved by the Audit Committee. The aggregate fees billed to the Company by Ernst & Young for professional services in 20092012 and 20102013 were as follows:

    Audit Fees. The aggregate fees billed by Ernst & Young to the Company for professional services rendered for the audit of the Company’s annual financial statements, reviews of the financial statements included in the Company’s Forms 10-Q, and services rendered in connection with statutory audits for 20092012 and 20102013 were $7,447,045$10,435,200 and approximately $11,026,592$13,733,515 (which includes $1,127,500 for 2012 statutory audit fees approved in 2013 in connection with the Company’s acquisition of Infastech in 2013), respectively.

        Audit Related Fees. The aggregate fees billed by Ernst & Young to the Company in 20092012 and 20102013 for professional services rendered for assurance and related services that are reasonably related to the performance of the audit of the Company’s annual financial statements were $0$2,968,180 and approximately $165,456$332,000 respectively. Audit related services generally include fees for audits of companies acquired and sold (such as the Company’s divestiture of its HHI business in 2012), pension audits, accounting related consultations, and filings with the Securities and Exchange Commission.

        Tax Fees. The aggregate fees billed by Ernst & Young to the Company in 20092012 and 20102013 for professional services rendered for tax compliance, tax advice and tax planning were $4,098,565$5,381,942 and approximately $6,980,277$6,814,995, respectively. Tax services include domestic and foreign tax compliance and consulting.

        All Other Fees. The aggregate fees billed by Ernst & Young todid not bill the Company for any fees for services other than audit services, audit related services and tax services in 2009 and 2010 were $0 and approximately $165,456.2012 or 2013.



    ITEM 3—ADVISORY VOTE ONTO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS

    As a new matter this year, as required pursuant to Section 14A of the Securities Exchange Act, and in accordance with the results of the 2011 shareholder advisory vote regarding the frequency of the advisory vote on compensation of our named executive officers, we are asking you to vote on an advisory (non-binding) basis on the following resolution at the 20112014 Annual Meeting:

    RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the other executive compensation tables and related narratives and descriptions appearing on pages 1311 to 4345 of the Company’s Proxy Statement for the 20112014 Annual Meeting of Shareholders.

    This advisory vote, commonly known as a “Say on Pay” vote, gives you the opportunity to express your views about the compensation we pay to our named executive officers, as described in this Proxy Statement. You may vote “FOR” or “AGAINST” the resolution or abstain from voting on the resolution.

    Before you vote, please review the “Executive Summary” on pages 13-15, as well as the rest of our Compensation Discussion and Analysis on pages 11-23 and the tabular and narrative disclosure that follows it. These sections describe our named executive officer pay programs and the rationale behind the decisions made by our Compensation Committee.

    We believe you should vote “FOR” our named executive officer compensation program, which we have designed to (1) promote our post-Merger vision, (2) strengthen the alignment among executive pay, performance and strategy, and (3) encourage our executives to deliver investment returns in line with our shareholders’ expectations. Here are the highlights of our 20102013 named executive officer pay programs:

    • We Achieved Strong Company Performance in 20102013:: We delivered very strong Company performance in 2010 and hit the targets established under the 2007 Special Bonus program that2013 , as discussed in more detail in our January 24, 2014 earnings release was as follows:
    • revenues were designed to improve workingcapital and inventory turns. For example:$11.0 billion, up 8% over 2012;
       
      • For 2010, we increased ourorganic growth was 3%;
      • full year diluted earnings per diluted share (“EPS”) to $3.88 per share, excluding merger andacquisition relatedand other charges, related primarily to the Merger and a second-quarter 2010 tax related benefit.totaled approximately $4.98 per share;
         
      • Full year 2010 working capital turns reached 8.0, an increase from 2012 working capital turns of 7.6;
      • free cash flow, improved to $935 million, excluding merger and acquisition related payments.charges and payments, totaled $854 million.
      • We Delivered Strong Shareholder Return in 2013: We attained double-digit total shareholder return of 12% in 2013 and recorded three-year annualized total shareholder return of 9%. Since the Merger was announced, the value of a share of Company common stock has increased by more than 79% for those who held The Stanley Works common stock and 118% for those who held Black & Decker common stock and, when factoring in increasing dividends, the total shareholder return to legacy shareholders of The Stanley Works is 99% and to legacy shareholders of Black & Decker is 140%, as discussed on page 11. For shareholders of both companies, the returns exceed the 76% increase recognized by investors in the S&P 500 over the same period of time and reflects the benefits the Company has realized through the efforts of the executive team and the employees they supervise.
         
      • ForThe Board’s Responsiveness to Shareholders Resulted in a 92.9% Approval in Last Year’s Say on Pay Vote:The Board has reviewed current views on corporate governance “best practices” and considered the three-year performance period under the Special Bonus Programstrong shareholder support for our programs as evidenced by last year’s “Say on Pay” vote and determined that required that a working capital turn goals be achieved by the end of 2009 and sustainedour executive compensation programs are designed to reward pay for at least six months thereafter, and that an inventory turns goal be achieved by the end of 2009, the Company achieved and sustained 8.6 working capital turns and 6.3 inventory turns, exceeding the performance goals of 7 working capital turns and 6.2 inventory turns that were established in 2007.performance.
    46

    • Long TermLong-Term Performance Targets are Aggressive:Our record over the last threefive years shows that performance targets for our long termlong-term performance award programs are not easily achievable. Three of the last five performance periods paid out below target including two performance periods where there were no distributions. For the 2006-20082011-2013 performance period, only onewe did not meet threshold performance for either the EPS goal or the ROCE goal for the 2013 year and there was no payout with respect to those metrics for the 2013 portion of the cycle. In addition, our TSR percentile for the 2011-2013 performance period was below the threshold targetsgoal and as a result there was met, andno payout with respect to the TSR metric. Accordingly, awards equaled only 43.75%61.3% of overall target goal achievement. Goals established for the 2007-2009 and 2008-2010 performance period were not met, and,accordingly, no awards were distributed.
      achievement as detailed on page 19.


    • Pay for Performance Alignment is Strong:When measured against our peers, our executive compensation programs demonstrate strong alignment between executive pay and Company performanceperformance. Nearly 80% of the compensation is at risk, on average, for 2009our named executive officers. This strengthens the alignment of executive and the2007-2009 performance cycle, the most recent periodsshareholder interests and provides a compelling incentive for which comparative data is available.executives to optimize business results. To minimize incentives to achieve short term goals at long-term cost, our incentive programs for our named executive officers, and others, place a greater emphasis on, and provide greater rewards for, achievement of long-term goals.
       
    • We Met Our 2010 Executive Compensation Program Goals: The primary goal for our executive compensation programs in 2010 was to provide competitive pay for our executives as they created shareholder value, with an appropriate balance between measuring profitability and stability and assuring that executives drove efficienciesby using capital judiciously. We achieved that goal for 2010.
    • Aggregate Compensation Expenditures are Targeted at the Market Median:We adjusted target compensation for our named executive officers in connection with the Merger to reflect the increased complexity and responsibilities associated with leading a company of our combined size. On average, target total compensation for our named executive officers was positioned very close to the median compensation for executives at a peergroup of similarly-sized companies.
    • Our Compensation Programs Reward Results: Nearly 80% percent of compensation is at risk, on average, for our named executive officers. This strengthens the alignment of executive and shareholder interests and provides a compelling incentive for executives to optimize business results. To minimize incentives to achieve short term goals at long term cost, our incentive programs for our named executive officers, and others, place greater emphasis, and provide greater rewards, for achievement of long term goals.

    For these reasons, the Board of Directors unanimously recommends that shareholders vote FOR the approval of the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related narratives and descriptions in this Proxy Statement.

    The result of the Say on Pay vote will not be binding on the Company or our Board. However, the Compensation Committee will take into account the outcome of the Say on Pay vote when considering named executive compensation arrangements for future years.

    ITEM 4—ADVISORY VOTE REGARDING FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED
    EXECUTIVE OFFICER COMPENSATION
    This year, as required pursuant to Section 14A of the Securities Exchange Act, we also are asking you to vote on an advisory (non-binding) basis on the following resolution at the 2011 Annual Meeting:
    RESOLVED, that the Company’s shareholders recommend, on an advisory basis, that, after the 2011 Annual Meeting of Shareholders, the Company conduct any required shareholder advisory vote on named executive officer compensation every year, every two years, or every three years in accordance with such frequency receiving the greatest number of votes cast for this resolution.
    This advisory vote, commonly known as a “Say When on Pay” vote, gives you the opportunity to express your views about how frequently (but at least once every three years) we should conduct a Say on Pay vote. You may vote for Say on Pay votes to be held “EVERY YEAR,” “EVERY TWO YEARS” OR “EVERY THREE YEARS” in response to the resolution or abstain from voting on the resolution.
    We believe you should vote for us to conduct Say on Pay votes “EVERY THREE YEARS.” Before you vote, we encourage you to consider the following:
    • Since at least 2004, our executive compensation programs have consistently and effectively upheld our compensation philosophy by providing competitive pay for our named executive officers only when they have created shareholder value, creating a balanced focus for our executives on profitability and stability, and assuring that executives drive efficiencies by using capital judiciously.
    47

    • In this period, our compensation programs have demonstrated strong alignment with Company performance, only paying median or above-median compensation when our financial performance and shareholder return were at or above the median of our peer group. Compensation was strongly aligned with our performance in 2009 and over the three-year period ending in 2009, with both financial performance and shareholder return near the 75thpercentile of our peer group for those periods.

    • On average, the Company has successfully targeted aggregate target total compensation expenditures for the named executive officers very close to the median compensation for executives at a peer group of similarlysized companies.
    • The majority of the compensation paid to our named executive officers is and will continue to be at risk, which strengthens the alignment of executive and shareholder interests and provides a compelling incentive for executives to optimize business results.
    Based on our consistent track record of effectively monitoring, managing and calibrating our executive compensation programs, shareholders can remain confident that our executive compensation programs will continue to uphold our philosophy, remain aligned with performance, and be targeted at appropriate levels.
    For these reasons, the Board of Directors unanimously recommends that shareholders vote for the Company to conduct any required shareholder advisory vote on named executive officer compensation every three years.
    The results of the Say When on Pay vote will be advisory and will not be binding upon the Company or our Board. However, we will take into account the outcome of the Say When on Pay vote when determining how frequently the Company will conduct future Say on Pay votes and will disclose our frequency decision as required by the Securities and Exchange Commission.
    VOTING INFORMATION

    Only shareholders of record as of February 25, 201124, 2014 are entitled to vote

        The Company has only one class of shares outstanding. Only shareholders of record at the close of business on February 25, 2011,24, 2014, as shown in our records, will be entitled to vote, or to grant proxies to vote, at the Annual Meeting. On the record date, 167,377,509155,740,485 shares of common stock, $2.50 par value, were outstanding and entitled to vote. On all matters voted upon at the Annual Meeting and any adjournment or postponement thereof, the holders of the common stock vote together as a single class, with each record holder of common stock entitled to one vote per share.

    A majority of the votes entitled to be cast on a matter must be represented for a vote to be taken

        In order to have a quorum, a majority of the votes entitled to be cast on a matter must be represented in person or by proxy at the Annual Meeting. If a quorum is not present, a majority of shares that are represented may postpone the meeting. Abstentions and broker non-votes will be counted in determining whether a quorum is present.

    Vote required for approval

        As long as holders representing at least a majority of the shares of Company common stock outstanding as of February 25, 201124, 2014 are present at the Annual Meeting in person or by proxy, the proposal to appoint Ernst & Young LLP as the registered independent auditorspublic accounting firm for the 20112014 fiscal year will be approved and the compensation of the Company’s named executive officers will be approved on an advisory basis, if the number of votes cast in favor of each such proposal exceeds the number of votes cast against that proposal. The recommendation regarding frequency of future Say on Pay votes shall be that number of years receiving the most votes of the votes cast. Directors will be elected by a plurality of votes cast at the Annual Meeting, provided that a quorum is present. However, if a nominee in an uncontested election receives more votes “against” than “for” election, the term of that director will end on the earlier of (1) ninety (90) days or (2) the date the Board selects a successor; provided that the Board (excluding such nominee) will have the right to select any qualified individual to fill the vacancy (including, subject to the Board’s fiduciary duties to the Company, such nominee).

    Voting your shares registered in your name or held in “street name”

        The Board of Directors of the Company is soliciting proxies from the shareholders of the Company. This will give you the opportunity to vote at the Annual Meeting. When you deliver a valid proxy, the shares represented by that proxy will be voted in accordance with your instructions.

    48

        Shareholders of record may vote by any one of the following methods:

    (1)CALL 1-800-652-8683 from the US or Canada (this call is toll free) to vote by telephone anytime up to 7:00 a.m. EDT on April 19, 2011,15, 2014, and follow the instructions provided in the recorded message.
     
    (2)GO TO THE WEBSITE: www.investorvote.com/swkwww.investorvote.com to vote over the Internet anytime up to 7:00 a.m. EDT on April 19, 2011,15, 2014, and follow the instructions provided on that site.
     
         (3)     COMPLETE, SIGN, DATE AND MAIL your proxy card in the enclosed postage-prepaid envelope. Your proxy card must be received by Computershare Investor Services, LLC, the Company’s transfer agent, prior to the commencement of the Annual Meeting at 9:30 a.m. EDT, on April 19, 2011,15, 2014, unless you attend the meeting, in which event you may deliver your proxy card, or vote by ballot, at the meeting. If you are voting by telephone or by the Internet, please do not return your proxy card.

        If you hold your shares in the name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or nominee when voting your shares.

    Voting your shares held in the Stanley Black & Decker Retirement Account Plan (formerly the Stanley Account Value Plan)

        If you hold shares in the Company through the Stanley Black & Decker Retirement Account Plan (the “401(k) Plan”), you can instruct the trustee, Wells Fargo Bank, N.A., in a confidential manner, how to vote the shares allocated to you in the 401(k) Plan by one of the following three methods:

           (1)       CALL 1-800-652-8683 from the US or Canada (this call is toll free) to vote by telephone anytime up to 7:00 a.m. EDT on April 15, 2011,11, 2014, and follow the instructions provided in the recorded message.


    (2)GO TO THE WEBSITE: www.investorvote.com/swkwww.investorvote.com to vote over the Internet anytime up to 7:00 a.m. EDT on April 15, 2011,11, 2014, and follow the instructions provided on that site.
     
         (3)     COMPLETE, SIGN, DATE AND MAIL your instruction card in the enclosed postage-prepaid envelope. Your instruction card must be received by Computershare Investor Services, LLC, the Company’s transfer agent, no later than 7:00 a.m. EDT on April 15, 2011,11, 2014, to ensure that the trustee of the 401(k) Plan is able to vote the shares allocated to you in accordance with your wishes at the Annual Meeting.

        In addition, because only the trustee of the 401(k) Plan can vote the shares allocated to you, you will not be able to vote your 401(k) shares personally at the Annual Meeting. Please note that the trust agreement governing the 401(k) Plan provides that if the trustee does not receive your voting instructions, the trustee will vote your allocated shares in the same proportion as it votes the allocated shares for which instructions are received from participants and beneficiaries of deceased participants. The trust agreement also provides that unallocated shares are to be voted by the trustee in the same proportion as it votes allocated shares for which instructions are received from participants and beneficiaries of deceased participants. Therefore, by providing voting instructions with respect to your allocated shares, you will in effect be providing instructions with respect to a portion of the unallocated shares and a portion of the allocated shares for which instructions were not provided as well. Voting of the 401(k) Plan shares by the trustee is subject to federal pension laws, which require the trustee to act as a fiduciary for 401(k) Plan participants and beneficiaries in deciding how to vote the shares. Therefore, irrespective of these voting provisions, it is possible that the trustee may decide to vote allocated shares for which it does not receive instructions (as well as unallocated shares) in a manner other than on a proportionate basis if it believes that proportionate voting would violate applicable law. The only way to ensure that the trustee votes shares allocated to you in the 401(k) Plan in accordance with your wishes is to provide instructions to the trustee in the manner set forth above.

        If you are a participant (or beneficiary of a deceased participant) in the 401(k) Plan and you also own other shares of common stock outside of your 401(k) Plan account, you should receive a voting card for shares credited to your account in the 401(k) Plan, a separate proxy card if you are a record holder of additional shares of Company common stock, and a voting instruction card if you hold additional shares of Company common stock through a broker, bank or other nominee. You must vote shares that you hold as a shareholder of record, shares that you hold through a broker, bank or other nominee, and shares that are allocated to your 401(k) Plan account separately in accordance with each of the proxy cards and voting instruction cards you receive with respect to your shares of Company common stock in order to ensure that all of your shares are voted in accordance with your wishes.

    49

    Changing your vote by revoking your proxy

    If you have shares registered in your own name:

        If you are a registered holder, there are three ways in which you may revoke your proxy and change your vote:

    • First, you may send a written notice to the Company’s transfer agent, Computershare Investor Services, LLC at 7600 Grant Street, Burr Ridge, IL 60527-7275, stating that you would like to revoke your proxy. This notice mustbe received prior to commencement of the Annual Meeting at 9:30 a.m. on April 19, 2011.15, 2014.
       
    • Second, you may complete and submit a new later-dated proxy by any of the three methods described above under “Voting your shares registered in your name or held in ‘street“street name.’” The latest dated proxy actually received by the Company in accordance with the instructions for voting set forth in this Proxy Statement prior tothe Annual Meeting will be the one that is counted, and all earlier proxies will be revoked.
       
    • Third, you may attend the Annual Meeting and vote in person. Simply attending the meeting, however, will not revoke your proxy. You must vote in person at the meeting to revoke your proxy.

    If a broker holds your shares in “street name”:name:”

        If you have instructed a broker to vote your shares, you must follow the directions you receive from your broker to change or revoke your proxy with respect to those shares.



    If you are a 401(k) Plan holder:

        There are two ways in which you may revoke your instructions to the trustee and change your vote with respect to voting the shares allocated to you in the 401(k) Plan:

    • First, you may send a written notice to the Company’s transfer agent, Computershare Investor Services, LLC at 7600 Grant Street, Burr Ridge, IL 60527-7275, stating that you would like to revoke your instructions to Wells Fargo Bank, N.A., the trustee for the 401(k) Plan. This written notice must be received no later than 7:00 a.m. EDT on April 15, 2011,11, 2014, in order to revoke your prior instructions.
       
    • Second, you may submit new voting instructions under any one of the three methods described above under “Voting your shares held in the Stanley Black & Decker Retirement Account Plan.” The latest dated instructions actually received by Wells Fargo Bank, N.A., the trustee for the 401(k) Plan, in accordance with the instructions for voting set forth in this Proxy Statement, will be the ones that are counted, and all earlier instructions will be revoked.

    How proxies are counted

        Shares of the common stock represented by proxies received by the Company (whether through the return of the enclosed proxy card, telephone or over the Internet), where the shareholder has specified his or her choice with respect to the proposals described in this Proxy Statement (including the election of directors), will be voted in accordance with the specification(s) so made. If your proxy is properly executed but does not contain voting instructions, or if you vote via telephone or the Internet without indicating how you want to vote with respect to any item, your shares will be voted “FOR” the election of all nominees for the Board of Directors, “FOR” the ratification of the appointment of Ernst & Young LLP as auditors of the Company’s financial statementsregistered independent public accounting firm for the 20112014 fiscal year, and “FOR” the approval, on an advisory basis, of the compensation of named executive officers, and “FOR” the recommendation, on an advisory basis, that advisory votes on named executive compensation occur once every three years.officers.

        A valid proxy also gives the individuals named as proxies authority to vote in their discretion when voting the shares on any other matters that are properly presented for action at the Annual Meeting.

        A properly executed proxy marked ABSTAIN will not be voted. However, it may be counted to determine whether there is a quorum present at the Annual Meeting.

        If the shares you own are held in “street name” by a broker or other nominee entity, and you provide instructions to the broker or nominee as to how to vote your shares, your broker or other nominee entity, as the record holder of your shares, is required to vote your shares according to your instructions. Under the New York Stock Exchange rules, certain proposals, such as the ratification of the appointment of the Company’s independent auditors, are considered “routine” matters and brokers and other nominee entities generally may vote on such matters on behalf of beneficial owners who have not furnished voting instructions. For “non-routine” matters, such as the election of directors the “say on pay” advisory vote, and the “say when“Say on pay”Pay” advisory vote, brokers and other nominee entities may not vote unless they have received voting instructions

    50

    from the beneficial owner. A “broker non-vote” occurs when a broker or other nominee entity does not vote on a particular proposal because it does not have authority under the New York Stock Exchange rules to vote on that particular proposal without receiving voting instructions from the beneficial owner.

        Broker non-votes will not be counted with respect to the matters to be acted upon but will be counted for purposes of determining whether a quorum is present at the Annual Meeting.

        If you hold shares in the Company through the Stanley Black & Decker Retirement Account401(k) Plan, (formerly the Stanley Account Value Plan), please note that the trust agreement governing the 401(k) Plan provides that if the trustee does not receive your voting instructions, the trustee will vote your allocated shares in the same proportion as it votes the allocated shares for which instructions are received from participants and beneficiaries of deceased participants. The trust agreement also provides that unallocated shares are to be voted by the trustee in the same proportion as it votes allocated shares for which instructions are received from participants and beneficiaries of deceased participants. Therefore, by providing voting instructions with respect to your allocated shares, you will in effect be providing instructions with respect to a portion of the unallocated shares and a portion of the allocated shares for which instructions were not provided as well. Voting of the 401(k) Plan shares by the trustee is subject to federal pension laws, which require the trustee to act as a fiduciary for 401(k) Plan participants and beneficiaries in deciding how to vote the shares. Therefore, irrespective of these voting provisions, it is possible that the trustee may decide to vote allocated shares for which it does not receive instructions (as well as unallocated shares) in a manner other than on a proportionate basis if it believes that proportionate voting would violate applicable law. The only way to ensure that the trustee votes shares allocated to you in the 401(k) Plan in accordance with your wishes is to provide instructions to the trustee in the manner set forth above.



    Confidential votingVoting

        All proxies, ballots and tabulations of shareholders will be kept confidential, except where mandated by law and other limited circumstances.

        For participants in the 401(k) Plan, your instructions to the trustee on how to vote the shares allocated to you under the 401(k) Plan will be kept confidential.

    Solicitation of Proxies

        Your proxy is solicited on behalf of the Board of Directors. The Company will pay all of the expenses of the solicitation. In addition to the mailing of the proxy material, such solicitation may be made in person or by telephone by directors, officers and employees of the Company, who will receive no additional compensation therefor. The Company has retained D.F. King & Co. to aid in the solicitation of proxies; theproxies. The Company expects the additional expense of D.F. King’s assistance to be approximately $12,000.$13,000. The Company also will make arrangements with brokerage houses and other custodians, nominees and fiduciaries to send proxy materials to beneficial owners. The Company will, upon request, reimburse these institutions for their reasonable expenses in sending proxies and proxy material to beneficial owners. A copy of the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission for its latest fiscal year is available without charge to shareholders at the Company’s website at www.stanleyblackanddecker.com or upon written request to Stanley Black & Decker, Inc., 1000 Stanley Drive, New Britain, Connecticut 06053, Attention: Investor Relations.

    Householding

        In order to reduce printing and mailing costs and associated fees, the Company may deliver a single copy of this Proxy Statement and the Annual Report to multiple shareholders who share the same address in accordance with the Securities and Exchange Commission’s householding procedures. Shareholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon request, the Company will promptly deliver a copy of this Proxy Statement and the Annual Report to any shareholder at a shared address to which the Company delivered a single copy of these documents. To obtain a copy, shareholders may call the Company’s proxy solicitor, D.F. King & Co., Inc. at tel. (800) 735-3107, write to them at 48 Wall Street, New York, New York, 10005, or write to us at Stanley Black & Decker, Inc., 1000 Stanley Drive, New Britain, Connecticut 06053, Attn: Investor Relations.

    Shareholder proposalsProposals for the 20122015 Annual Meeting

        Shareholder proposals, submitted pursuant to Rule 14a-8 of the Exchange Act, intended to be presented at the Company’s 20122015 Annual Meeting must be received by the Secretary not later than November 12, 201111, 2014 for inclusion in the Proxy Statement and form of proxy relating to such meeting. A shareholder who otherwise intends to present business at the Company’s 20122015 Annual Meeting must comply with the Company’s By-Laws,Bylaws, which state, among other things, that to properly bring business before an annual meeting, a shareholder must give notice to the Secretary in proper written form not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary of the date on which the Proxy Statement was first mailed relating to the immediately preceding Annual Meeting of Shareholders. Thus, a notice of a shareholder proposal for the 20122015 Annual Meeting, submitted other than pursuant to Rule 14a-8, will not be timely if received by the Secretary before November 12, 201111, 2014 or after December 12, 2011.11, 2014.

    51

    Section 16(a) Beneficial Ownership Reporting Compliance

        Through inadvertence, the following actions were reported late: the exercisewithholding of options to acquire 6,25020,680 shares and the contemporaneous sale of those shares by Jeffery D. Ansell; the disposition of 32,188 shares, which were withheld to cover taxes upon the vesting of a restricted stock award, by Nolan D. Archibald;units on March 31, 2013 in connection with the exerciseretirement of options to acquire 4,792 shares, the contemporaneous sale of those shares, and the transfer of 3,322 shares held in the Stanley stock fund under the Company’s Account Value (401(k)) Plan and 5,170 shares held in the Stanley stock fund under the Company’s Supplemental Account Value plan to other investment vehicles within those Plans by Bruce H. Beatt; the sale of 15,000 shares by Anthony Luiso; and the acquisition of 106 shares and the sale of 47 shares by William S. Taylor.Mark J. Mathieu was reported late.



    Questions

        If you have questions about this proxy solicitation or voting, please call the Company’s proxy solicitor, D.F. King & Co., Inc. at tel. (800) 735-3107, or write to them at 48 Wall Street, New York, New York, 10005, or write to us at Corporate Secretary, 1000 Stanley Drive, New Britain, Connecticut 06053.

    For the Board of Directors
     
    BRUCEH. BEATT
    Secretary

    52


    Directions to the Annual Meeting of Shareholders of Stanley Black & Decker, Inc.

    STANLEY BLACK & DECKER UNIVERSITY NEW BRITAIN, CT
    1000 Stanley Drive
    New Britain, Connecticut 06053

    FROM NEW YORK STATE, DANBURY,
    WATERBURY VIA I-84 EAST:
    • FROM NEW YORK STATE, DANBURY,FROM MASSACHUSETTS OR BRADLEY
      WATERBURY VIA I-84 EAST:AIRPORT VIA I-91 SOUTH TO I-84 WEST:
      Exit #37 (Fienemann Road).Exit #37 (Fienemann Road).
      Right at stop light at end of ramp.Right at stop light at end of ramp.
      Right at first stop light onto Slater Road.Right at second stop light onto Slater Road.
      Approximately 1 mile to entrance for MountainApproximately 1 mile to entrance for Mountain
      View Corporate Park (Stanley Drive). Right intoView Corporate Park (Stanley Drive). Right into
      entrance, follow driveway to Stanley Black &entrance, follow driveway to Stanley Black &
      Decker University.Decker University.




    Electronic Voting Instructions
    Available 24 hours a day, 7 days a week!
    Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.

    VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.

    Proxies submitted by the Internet or telephone must be received by 7:00 a.m., Eastern Daylight Time, on April 15, 2014.
    Vote by Internet
    • Go towww.investorvote.com
    • Or scan the QR code with your smartphone
    • Follow the steps outlined on the secure website

    Vote by telephone
    • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone
    • Right at stop light at end of ramp.
    • Right at first stop light onto Slater Road.
    • Approximately 1 mile to entrance for Mountain View Corporate Park (Stanley Drive).
    • Right into entrance, follow driveway to Stanley Black & Decker UniversityFollow the instructions provided by the recorded message
    FROM MASSACHUSETTS OR BRADLEY
    AIRPORT VIA I-91 SOUTH TO I-84 WEST:
    • Exit #37 (Fienemann Road).
    • Right at stop light at end of ramp.
    • Right at second stop light onto Slater Road.
    • Approximately 1 mile to entrance for Mountain View Corporate Park (Stanley Drive).
    • Right into entrance, follow driveway to Stanley Black & Decker University




    IMPORTANT ANNUAL MEETING INFORMATION


















    Using ablack ink pen, mark your votes with anX as shown in
    this example. Please do not write outside the designated areas.    		  x



    Electronic Voting Instructions
    You can vote by Internet or telephone!
    Available 24 hours a day, 7 days a week!
    Instead of mailing your proxy, you may choose one of the two voting
    methods outlined below to vote your proxy.
    VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
    Proxies submitted by the Internet or telephone must be received by
    7:00 a.m., Eastern Daylight Time, on April 19, 2011.
    Vote by Internet
    • Log on to the Internet and go to
      www.investorvote.com/SWK
    • Follow the steps outlined on the secured website.
    Vote by telephone
    • Call toll free 1-800-652-VOTE (8683) within the USA,
      US territories & Canada any time on a touch tone
      telephone. There is NO CHARGE to you for the call.
    • Follow the instructions provided by the recorded message.

    Annual Meeting Proxy Card1234 5678 9012 345
    IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
    A6 IF YOU HAVE NOT VOTED VIA THE INTERNETORTELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.6
     A 

      Proposals — The Board of Directors recommends a voteFOR all the nominees listed andFOR Proposals 2 3 and every 3 YRS3. for Proposal 4.


    1. Election of Directors: For ForWithholdForWithholdForWithhold
           For  Withhold For  Withhold
        01 - GEORGEGeorge W. BUCKLEYooBuckley    ¨¨02 - CARLOS M. CARDOSOooPatrick D. Campbell    ¨¨03 - ROBERT B. COUTTSCarlos M. Cardosooo¨¨
    04 - MANUEL A. FERNANDEZRobert B. Couttsoo¨¨05 - MARIANNE M. PARRSDebra A. Crewoo¨¨06 - Benjamin H. Griswold, IV¨¨
     
    07 - John F. Lundgren¨¨08 - Anthony Luiso¨¨09 - Marianne M. Parrs¨¨
     

     For  Against  Abstain  For  Against  Abstain 
    2. To approve Ernst & Young LLP as the Company’s independent auditors for the 2011 fiscal year.
    		10 - Robert L. Ryanoo¨o¨3. To approve, on an advisory basis, the compensation of the Company’s named executive officers.ooo
    1 Yr 2 Yrs 3 Yrs  Abstain 
    4. To recommend, on an advisory basis, the frequency with which the Company should conduct future shareholder advisory votes on named executive officer compensation.oooo

       For   Against   Abstain       For   Against   Abstain 
    2. Approve the selection of Ernst & Young LLP as the Company’s independent auditors for the Company’s 2014 fiscal year. ¨ ¨ ¨ 3. Approve, on an advisory basis, the compensation of the Company’s named executive officers. ¨¨¨

    B
      Non-Voting Items
    		 
    Change of Address— Please print new address below.     Comments—Please print your comments below.


     C 
    C
      Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
    Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
    Date (mm/dd/yyyy) — Please print date below.Signature 1 — Please keep signature within the box.Signature 2 — Please keep signature within the box.
    /          //
                 
                

                                           01S3KB



    IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
     
    Proxy — Stanley Black & Decker, Inc.
    Proxy for Annual Meeting of Shareholders
    April 19, 2011
    Solicited on behalf of the Board of Directors
    The shareholder(s) of Stanley Black & Decker, Inc. appoint(s) John G. Breen, Eileen S. Kraus, and John F. Lundgren or any of them, proxies, each with full power of substitution, to vote all shares of common stock of Stanley Black & Decker, Inc. held of record in the name(s) of the undersigned at the annual meeting of shareholders to be held at Stanley Black & Decker University, 1000 Stanley Drive, New Britain, Connecticut 06053 on April 19, 2011 at 9:30 a.m., and any adjournments or postponements thereof, with all powers the shareholder(s) would possess if personally present. The shareholder(s) hereby revoke(s) any proxies previously given with respect to such meeting.
    THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR ITEMS 1,2 AND 3, AND FOR 3 YEARS ON ITEM 4 LISTED ON THE REVERSE SIDE, AND IN THE DISCRETION OF THE PROXIES ON OTHER MATTERS AS MAY COME BEFORE THE MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.
    WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE OR REGISTER YOUR VOTE IMMEDIATELY VIA PHONE OR INTERNET.
    IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 19, 2011: THIS PROXY CARD TOGETHER WITH THE PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE FREE OF CHARGE BY CLICKING ON “SEC FILINGS” UNDER THE INVESTOR SECTION OF THE COMPANY’S WEBSITE (www.stanleyblackanddecker.com).
    (Items to be voted appear on reverse side.)


    IMPORTANT ANNUAL MEETING INFORMATION


















    6 IF YOU HAVE NOT VOTED VIA THE INTERNETORTELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.6


    Proxy — Stanley Black & Decker, Inc.

    Proxy for Annual Meeting of Shareholders

    April 15, 2014

    Solicited on behalf of the Board of Directors

    The shareholder(s) of Stanley Black & Decker, Inc. appoint(s) Benjamin H. Griswold, IV, Robert L. Ryan, and John F. Lundgren or any of them, proxies, each with full power of substitution, to vote all shares of common stock of Stanley Black & Decker, Inc. held of record in the name(s) of the undersigned at the annual meeting of shareholders to be held at Stanley Black & Decker University, 1000 Stanley Drive, New Britain, Connecticut 06053 on April 15, 2014 at 9:30 a.m., and any adjournments or postponements thereof, with all powers the shareholder(s) would possess if personally present. The shareholder(s) hereby revoke(s) any proxies previously given with respect to such meeting.

    THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR ITEMS 1 THROUGH 3 LISTED ON THE REVERSE SIDE, AND IN THE DISCRETION OF THE PROXIES ON OTHER MATTERS AS MAY COME BEFORE THE MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.

    WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE OR REGISTER YOUR VOTE IMMEDIATELY VIA PHONE OR INTERNET.

    IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 15, 2014: THIS PROXY CARD TOGETHER WITH THE PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE FREE OF CHARGE BY CLICKING ON “SEC FILINGS” UNDER THE INVESTOR SECTION OF THE COMPANY’S WEBSITE (www.stanleyblackanddecker.com).

    (Items to be voted appear on reverse side.)




    Electronic Voting Instructions
    Available 24 hours a day, 7 days a week!
    Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.

    VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.

    Proxies submitted by the Internet or telephone must be received by 7:00 a.m., Eastern Daylight Time, on April 11, 2014.
    Vote by Internet
    • Go towww.investorvote.com
    • Or scan the QR code with your smartphone
    • Follow the steps outlined on the secure website

    Vote by telephone
    • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone
    • Follow the instructions provided by the recorded message


    Using ablack ink pen, mark your votes with anX as shown in
    this example. Please do not write outside the designated areas.    		  x



    Electronic Voting InstructionsAnnual Meeting Proxy Card    		1234 5678 9012 345
    6 IF YOU HAVE NOT VOTED VIA THE INTERNETORTELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.6

    You canConfidentiality: your instructions to the trustee on how to vote by Internet or telephone!
    Available 24 hours a day, 7 days a week!
    Instead of mailing your proxy,the shares allocated to you may choose oneunder the Stanley Black & Decker Retirement Account Plan will be kept confidential.
    I hereby instruct Wells Fargo Bank, N.A., as trustee of the two voting
    methods outlined belowStanley Black & Decker Retirement Account Plan, to vote your proxy.
    VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
    Proxies submitted by the Internet or telephone must be received by
    7:00 a.m., Eastern Daylight Time, on April 15, 2011.
    shares allocated to my account under that Plan as follows:
        
     A 
    Vote by Internet
    • Log on to the Internet and go to
      www.investorvote.com/SWK
    • Follow the steps outlined on the secured website.
    Vote by telephone
    • Call toll free 1-800-652-VOTE (8683) within the USA,
      US territories & Canada any time on a touch tone
      telephone. There is NO CHARGE to you for the call.
    • Follow the instructions provided by the recorded message.

    Annual Meeting Proxy Card
    IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
    Confidentiality: your instructions to the trustee on how to vote the shares allocated to you under the Stanley Black & Decker Retirement Account Plan will be kept confidential.
    I hereby instruct Wells Fargo Bank, N.A., as trustee of the Stanley Black & Decker Retirement Account Plan, to vote the shares allocated to my account under that Plan as follows:
    A

      Proposals — The Board of Directors recommends a voteFOR all the nominees listed andFOR Proposals 2 3 and every 3 YRS3. for Proposal 4.

    1. Election of Directors: For ForWithholdForWithholdForWithhold
           For  Withhold For  Withhold
        01 - GEORGEGeorge W. BUCKLEYooBuckley    ¨¨02 - CARLOS M. CARDOSOooPatrick D. Campbell    ¨¨03 - ROBERT B. COUTTSCarlos M. Cardosooo¨¨
    04 - MANUEL A. FERNANDEZRobert B. Couttsoo¨¨05 - MARIANNE M. PARRSDebra A. Crewoo¨¨06 - Benjamin H. Griswold, IV¨¨
     
    07 - John F. Lundgren¨¨08 - Anthony Luiso¨¨09 - Marianne M. Parrs¨¨
     

     For  Against  Abstain  For  Against  Abstain 
    2. To approve Ernst & Young LLP as the Company’s independent auditors for the 2011 fiscal year.
    		10 - Robert L. Ryanoo¨o¨3. To approve, on an advisory basis, the compensation of the Company’s named executive officers.ooo
    1 Yr 2 Yrs 3 Yrs  Abstain 
    4. To recommend, on an advisory basis, the frequency with which the Company should conduct future shareholder advisory votes on named executive officer compensation.oooo

       For   Against   Abstain       For   Against   Abstain 
    2. Approve the selection of Ernst & Young LLP as the Company’s independent auditors for the Company’s 2014 fiscal year. ¨ ¨ ¨ 3. Approve, on an advisory basis, the compensation of the Company’s named executive officers. ¨¨¨

    B
      Non-Voting Items
    		 
    Change of Address— Please print new address below.     Comments—Please print your comments below.


     C 
    C
      Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
    Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
    Date (mm/dd/yyyy) — Please print date below.Signature 1 — Please keep signature within the box.Signature 2 — Please keep signature within the box.
    /          //
                 
                

                                           01S3MA


















    6 IF YOU HAVE NOT VOTED VIA THE INTERNETORTELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.6



    IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

    Proxy — Stanley Black & Decker, Inc.

    Proxy For Annual Meeting of Shareholders

    April 19, 2011

    15, 2014

    Solicited on behalf of the Board of Directors

    This constitutes your instruction to Wells Fargo Bank, N.A., as Trustee under the Stanley Black & Decker Retirement Account Plan to vote all shares of common stock of Stanley Black & Decker, Inc., held in the plan for which you may give voting instructions at the annual meeting of shareholders to be held at Stanley Black & Decker University, 1000 Stanley Drive, New Britain, Connecticut 06053 on April 19, 201115, 2014 at 9:30 a.m. and any adjournments or postponements thereof, as specified on the reverse side hereof. You hereby revoke any proxies previously given with respect to such meeting.

    THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED BY THE TRUSTEE OF THE STANLEY BLACK & DECKER RETIREMENT ACCOUNT PLAN IN ACCORDANCE WITH CERTAIN PROCEDURES. SEE VOTING INFORMATION — VOTING YOUR SHARES HELD IN THE STANLEY BLACK & DECKER RETIREMENT ACCOUNT PLAN IN THE PROXY STATEMENT.

    WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE OR REGISTER YOUR VOTE IMMEDIATELY VIA PHONE OR INTERNET.

    IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 19, 2011:15, 2014: THIS PROXY CARD TOGETHER WITH THE PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE FREE OF CHARGE BY CLICKING ON “SEC FILINGS” UNDER THE INVESTOR SECTION OF THE COMPANY’S WEBSITE (www.stanleyblackanddecker.com).

    (Items to be voted appear on reverse side.)