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 Anthony Luiso, meetsPatrick D. Campbell, Michael D. Hankin and Marianne M. Parrs meet 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 CommitteeCommittee.. 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 Bylaws require that every 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: 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 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 CommitteeCommittee.. The Compensation and Organization Committee (the “Compensation Committee”), with the assistance of its compensation consultant and other advisors, periodically conducts on-going evaluations of existing executive compensation programs and administers the Company’s executive compensation plans. The Compensation Committee met sixfour times during 20132016 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 Pay Governance LLC were present at all 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 2013: John G. Breen,2016: Andrea J. Ayers, George W. Buckley, Patrick D. Campbell (Chair), Carlos M. Cardoso, Benjamin H. Griswold, IV (Chair), Anthony LuisoRobert B. Coutts and Marianne M. Parrs.

The Compensation Committee has retained Pay Governance, LLC as an independent compensation consultant to advise the Compensation Committee. Representatives of Pay Governance were present at all of the meetings of the Compensation Committee in 2016. The Compensation Committee reviewed its relationship with Pay Governance, considered Pay Governance’s independence, including whether there exist any potential conflicts of interest, and determined that the engagement of Pay Governance did not raise any conflict of interest or other concerns that would adversely impact Pay Governance’s independence. In reaching this conclusion the Compensation Committee considered various factors, including the six factors set forth in the NYSE listing standards regarding compensation advisor conflicts of interest and independence.

Finance and Pension CommitteeCommittee.. 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.

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 payscompensates 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.

The compensation paid by the Company to its directors who are not employees of the Company or any of its subsidiaries consists of (i) an annual retainer of $125,000; (ii) a grant of Restricted Stock Units pursuant to the Company’s Restricted Stock Unit Plan for Non-Employee Directors valued, at the time of grant, at $125,000; and pays(iii) an allowance of up to $5,000 per year for Company products. Prior to 2017, the Company paid an additional fee of $25,000 to its Lead Independent Director. Effective January 1, 2017, with the separation of the roles of Chairman and Chief Executive Officer, the Company eliminated the Lead Independent Director position and determined that the Chairman would receive additional grants of Restricted Stock Units on a quarterly basis, with each grant valued at $50,000 on the date of grant. The Company also pays additional annual fees 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 $125,000. In addition, fees for committee chairs were $20,000 per year for the chairs of theas follows: Audit Committee and the Compensation Committee. The fees paid to the chairs of theCommittee Chairs – $20,000; and Corporate Governance Committee and the Finance and Pension Committee were $15,000 per year and the Lead Independent Director fee was $25,000 per year.– $15,000. 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 Treasury bill rate.

Stock Ownership Policy for Non-Employee DirectorsDirectors.. 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.retainer within five years of becoming a director. Directors are expected to defer their fees in the form of Company common stock until they have met this requirement.

Executive Sessions and Communications with the Board. Pursuant to the Corporate Governance Committee Charter,Guidelines, the Lead Independent Directornon-management Directors meet in executive session at the end of each Board meeting. The Chairman presides over executive (non-management) meetings of the Board.these meetings. Shareholders or others wishing to communicate with the Lead Independent Director,Chairman, 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 GuidelinesGuidelines.. The Company has adopted a worldwide set of Business Conduct Guidelines applicable to all of its directors, officers and employees and a codeCode of ethicsEthics 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 written 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 2013,2016, subjects covered with Board members included current trends in corporate governance, cyber security, intellectual property protection, the digital revolution and executive compensation, implications of new legal requirements and directors’ liability and insurance.social responsibility. 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 determines the appropriate action in consultation with appropriate members of management. Where a proposed transaction involves a Related Person, 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 24, 2014,17, 2017, except as shown in this table.table.

*       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.

*	The information in the foregoing table is drawn from Schedule 13G reports filed with the Securities and Exchange Commission on or before February 17, 2017.

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 24, 2014,17, 2017, the executive officers, nominees, and directors as a group owned beneficially 3.0%1.15% of the outstanding common stock. The following table sets forth information regarding beneficial ownership as of February 24, 201417, 2017 with respect to the shareholdings of the directors, nominees for director, each of the executive officers named in the table on page 24,29, 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		Common Shares Owned				Percent of Class Owned
Donald Allan, Jr.		156,305		(1)		*		135,736		(1)(6)		*
Jeffery D. Ansell		106,949		(1)(3)(5)		*		59,875		(1)(4)(5)		*
Nolan D. Archibald		2,646,368		(1)		1.0	%
D. Brett Bontrager		78,192		(1)		*
Andrea J. Ayers								2,481		(3)		*
George W. Buckley		15,351				*		15,351				*
Patrick D. Campbell		10,190		(2)		*		15,439		(3)		*
Carlos M. Cardoso		11,764		(2)		*		14,039		(3)		*
Robert B. Coutts		12,841		(2)		*		18,034		(3)		*
Debra A. Crew		0				*		4,004		(3)		*
Benjamin H. Griswold, IV		54,164				*
Michael D. Hankin								1,645		(3)		*
James M. Loree		527,300		(1)(3)(4)		*		691,013		(1)(2)(4)		*
Anthony Luiso		81,201		(2)		*		77,524		(3)		*
John F. Lundgren		1,200,823		(1)		*
Marianne M. Parrs		8,196		(2)		*		8,473		(3)(5)		*
Jaime A. Ramirez								60,197		(1)(4)		*
Robert L. Ryan		7,866		(2)(6)		*		12,595		(3)(5)		*
Directors, nominees and executive officers as a group (27 persons)		5,518,841		(1)-(6)		3.0	%
John H. Wyatt								92,233		(1)(2)		*
Directors, nominees and executive officers as a group (24 persons)								1,748,116		(1)–(6)		1.15%

*		Less than 1%
(1)		Includes shares that may be acquired through the exercise of stock options on or before April 24, 201420, 2017 as follows: Mr. Allan, 60,000;70,000; Mr. Ansell, 36,250; Mr. Archibald, 2,617,441; Mr. Bontrager, 18,750;45,000; Mr. Loree, 215,850;275,000; Mr. Lundgren, 507,610,Ramirez, 37,500; Mr. Wyatt, 34,412; and all directors, nominees and executive officers as a group, 3,756,712, and691,287. Includes shares that may be acquired upon vesting of RSUsdelivered pursuant to the Company’s 2014 – 2016 performance award program on or before April 24, 2014February 22, 2017 as follows: Mr. Allan, 25,000;7,973; Mr. Ansell, 25,000; Mr. Bontrager, 25,000;7,674; Mr. Loree, 100,000;19,514; Mr. Lundgren, 162,500;Ramirez, 4,305; Mr. Wyatt, 3,484; and all directors, nominees and executive officers as a group, 392,500.67,750.
(2)		Includes stock options that would vest upon retirement as follows: Mr. Loree, 279,199; Mr. Wyatt, 30,000; and all executive officers as a group, 484,199. Includes RSUs that would vest upon retirement as follows: Mr. Loree, 36,394; Mr. Wyatt, 37,280; and all executive officers as a group, 117,024.
(3)		Includes the share accounts maintained by the Company for those of its directors who have deferred their director fees as follows: Ms. Ayers, 2,481; Mr. Campbell, 10,190;15,439; Mr. Cardoso, 11,764;14,039; Mr. Coutts, 12,841;18,034; Ms. Crew, 4,004; Mr. Hankin, 745; Mr. Luiso, 6,709;11,032; Ms. Parrs, 4,196;4,473; Mr. Ryan, 5,805;10,534; and all directors as a group, 51,505.80,781.
(3)(4)		Includes shares held as of February 24, 201417, 2017 under the Company’s savings plans (Stanleyplan (the Stanley Black & Decker Retirement Account Plan and Stanley Black & Decker Supplemental Retirement Account Plan, respectively)Plan), as follows: Mr. Ansell, 1,255 /1,150;1,323; Mr. Loree, 672 /2,109;708; Mr. Ramirez, 5; and all executive officers as a group, 8,650 /3,536.5,027.
(4)(5)		Includes shares held through revocable trusts as follows: Mr. Ryan, 2,061; and shares held through Grantor Retained Annuity Trusts as follows: Ms. Parrs, 3,800.
(6)		Includes restricted share unit accounts maintained by the Company as follows: Mr. Loree, 40,000;Allan, 4,000; 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.4,000.

Audit Committee Report

In connection with the financial statements for the fiscal year ending December 28, 2013,31, 2016, the Audit Committee: (1) reviewed and discussed the audited financial statements with management; (2) discussed with the Company’s independent auditorsregistered public accounting firm, Ernst & Young LLP, the matters required to be discussed underby the Statement on Auditing Standards No. 61, as amended; and (3)amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T; has received the written disclosures and the letter from the independent accountantsErnst & Young required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’sErnst & Young’s communications with the Audit Committee concerning independence; has considered the compatibility of non-audit services with Ernst & Young’s independence; and has discussed Ernst & Young’s independence and discussed with the independent accountants the independent accountants’ independence.Ernst & Young. 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 the last fiscal year for filing with the Securities and Exchange Commission.

Audit Committee

Anthony LuisoMarianne M. Parrs (Chair)

George W. Buckley

Patrick D. Campbell

Benjamin H. Griswold, IVMichael D. Hankin

Anthony Luiso

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

Benjamin H. Griswold, IVPatrick D. Campbell (Chair)

Andrea J. Ayers

George W. Buckley

Carlos M. Cardoso

Robert B. Coutts

Marianne M. Parrs

Executive CompensationEXECUTIVE COMPENSATION

Compensation Discussion and& Analysis

This CD&A will provide you with an overview and explanation of:

●	our compensation programs and policies for our named executive officers;
●	the material compensation decisions made by the Compensation Committee under those programs and policies; and
●	the material factors that the Compensation Committee considered in making those decisions.

Executive SummaryEXECUTIVE SUMMARY

Fiscal 2016 Business Highlights

The mergerCompany delivered record EPS of $6.51 and 10.6 working capital turns during 2016. Other metrics also were strong, with The Black & Decker Corporation (“Merger”) was an important achievementorganic sales growth of 4%, and continued strong operating cash flow. This strong performance is reflected in our ongoing strategyshare price, which increased from a closing price of $106.73 on the last day of the 2015 fiscal year to diversify, transform$114.69 on the last day of the 2016 fiscal year. Our strong performance has allowed us to return capital to our shareholders through a dividend increase and profitably expand ourshare repurchases, and translated into a total shareholder return (“TSR”) of 10% for the 2016 fiscal year.

Also in 2016, the Company launched the DEWALT FLEXVOLT™ Battery System, the first major output of a Company-wide breakthrough innovation initiative. Sales of DEWALT FLEXVOLT™ products, coupled with strong commercial execution, helped fuel 7% organic growth for the Tools & Storage business portfolio. The Merger, which was completed on March 12, 2010, expandedduring 2016.

CEO Transition

On July 31, 2016, after twelve years as the Company’s global reach in both handChief Executive Officer, John Lundgren retired from his position as Chief Executive Officer of the Company. James M. Loree, who has been with the Company since 1999 and power toolsserved most recently as the Company’s President and enhanced our global cost leadership. We have successfully unlocked over $500 millionChief Operating Officer, was promoted to Chief Executive Officer and appointed a member of cost synergiesthe Board of Directors. To facilitate this transition, John Lundgren will continue in the years since the Merger, more than $150 million greater than was projected at the time. We have also attained approximately $370 millionemploy of the expected $300-$400 million in Merger revenue synergies atCompany as a Special Advisor through April 30, 2017.

Performance Over the endLast Three Years

A substantial portion of 2013.

The workour long term incentive awards to named executive officers are based on three year performance cycles; the balance are equity awards that vest over a four year period. Over the last three fiscal years, we have done sinceseen revenue growth approaching 5%, from $10.9 billion for the Merger contributed2013 fiscal year to these results, as we continued to introduce new and innovative products$11.4 billion in various businesses around2016, an increase in our share price from a closing price of $81.01 on the world, increase the diversitylast business day of our customer base,2013 fiscal year to a closing price of $114.69 on the last business day of the 2016 fiscal year; and expandannualized TSR (which includes both growth in various 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 stockshare price and the shareholders who held Black & Decker stock have seen a 118% increase in the stock price (reflecting the issuanceimpact 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 500reinvested dividends), over the samethis three year period, of time.16%.

Our Pay-for-Performance Philosophy

Our post-Merger compensation programs have had an important and direct influence on theare designed to incentivize our employees to achieve or exceed objective financial goals we have attainedestablished for the Company and the value that has been delivereddeliver superior returns to our shareholders. As depicted in the chartcharts below, approximately 75-85%75% – 85% of our executives’ target compensation opportunity is variable and is 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.

CEO*		Other Named Executive Officers

*	CEO compensation does not include compensation of John Lundgren, who retired as CEO effective July 31, 2016.

2013 Named Executive Officer Pay Mix At Target13

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The rewards earned by our executives in 20132016 reflect our achievement relative to our pre-established goals, including:

• ○	Pay Opportunity: Total compensation opportunity for our named executive officers is targeted to and reasonably aligned with the 50th percentile of our peer group. Individual total compensation opportunities 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.
  ○	Pay and Performance: Considering all elements of compensation (salary, annual incentives, performance units and an annualized portion of any long-term retention grants), our executives’ pay is strongly aligned with our compensation philosophy as well as our operational and TSR performance, measured relative to our compensation peer group. An analysis of realizable pay, as a percentage of targeted pay opportunity, over the most recently available three-year period (2013 – 2015) for the Chief Executive Officer showed reasonable alignment with our TSR performance. In this three-year period, in which our TSR and pro-forma composite financial performance were at the 61st and 49th percentile, respectively, CEO realizable pay was at the 69th percentile in our peer group.

  
  

  ●	Annual Incentive Compensation – Management Incentive Compensation Awards (“MICP Awards”):The Company’s performance in 2016 resulted in a weighted payout across all measures of 85.4% – 196.1% of target for the Company’s named executive officers, as detailed on page 20.
  ●	Long-Term Incentives – Performance Units: The Company’s performance during the 2014 – 2016 performance cycle resulted in a weighted average goal achievement across all measures of 172.7% of target, as detailed on page 24. Over the three year performance period we achieved TSR at the 86th percentile of our LTIP peer group.
  ●	Long-Term Incentives – Time Based Stock Awards (Restricted Stock Units) 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 the annual total compensation opportunity for our named executive officers, on average, and supports the retention and stability goals within our program while also maintaining alignment with shareholders as the value of restricted stock units and stock options is tied to our share price.

  Pay and Performance:Strong Governance PracticesConsidering all elements of compensation (salary, annual incentives, performance units and an annual portion of our long-term retention grants), we found that our executives’ pay is strongly aligned with our compensation philosophy as well as our operational and total shareholder return (“TSR”) performance, measured relative to our compensation peer group.
  

• Pay Opportunity: Total compensation opportunity for our named executive officers is targeted to and reasonably aligned with the 50^th percentile of our peer group.
  
• Pay and Performance: An analysis of realizable pay, as a percentage of targeted pay opportunity, over the most recently available three-year period (2010-2012) for the Chief Executive Officer showed strong alignment with our TSR performance. Further, realizable pay for our executives, in aggregate, was at the 63^rd percentile relative to peers, and our TSR and composite performance were at the 52^nd and 56^th percentiles, respectively.
  
• Annual Incentive

  Our Compensation - Management Incentive Compensation Plan (“MICP”):The Company’s performance in 2013 resulted in a weighted payout across all measures of 88.6% of target as detailed on page 16. The 2013 earnings per diluted share (“EPS”) result fell below the threshold goal and as a result there was no payout for named executive officers on that metric for the 2013 MICP.

• 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 achieved TSR at the 16^th percentile of the LTIP 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 value of restricted stock units and stock options is tied to our share price.

In addition, our compensation programs followCommittee has implemented executive compensation governancepolicies and practices that align with market-leading best practices, including:practices:

• Robust stock ownership guidelines of 10x

  ✓	Robust stock ownership guidelines of 6x 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 one year after vesting of restricted stock units or the exercise of stock options to  further align executive ownership with shareholder returns.
  ✓	Company will not enter into change-in-control severance arrangements that contain excise tax gross-ups and does not provide tax gross-ups on perquisites.
  ✓	New Change in Control Severance agreements executed with Messrs. Lundgren and Loree in connection with Mr. Lundgren’s retirement and Mr. Loree’s promotion to CEO removed tax gross-up provisions that appeared in legacy agreements.
  ✓	Double trigger vesting provisions requiring both the occurrence of a change in control of the Company and termination of employment in order for replacement awards to vest under our annual Management Incentive Compensation Plan and our Long-Term Incentive Compensation Plan.
  ✓	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.
  ✓	Executive compensation opportunity is benchmarked at the 50th percentile of our peers.

  
  
• 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.

  14

No excise tax gross-ups are provided in any change-in-control severance arrangements entered into after 2010.

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Double trigger vesting provisions requiring both the occurrence of a change-in-control of the Company 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.

✓	Chief Executive Officer long-term incentive compensation mix historically has been at least 50% performance units.
✓	Dividend equivalents are paid on equity compensation awards only if the underlying award is earned or vested.
✓	Long-Term Incentive Compensation Plan expressly prohibits option re-pricing and cash buyouts of “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 Named Executive Officers.

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 50^th 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 Say on Pay Vote:Advisory Vote Outcome

The Board has reviewed current views on corporate governance best practices and considered the strong shareholder support forresults of our programs. Over 92%Say on Pay vote in each of shareholdersthe last three years, in which over 93% of those who voted in support ofsupported our Management Say on Pay proposal, last year, reaffirming our viewand determined that our executive compensation programs are designed to reward pay for performance. Based on the strong shareholder support for our compensation programs over the last three years, the Company has not made any significant changes to our executive compensation programs.

At the 20142017 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 governance and design of executive compensation programs as it evaluates what is in the best interest of the Company’s shareholders.

HOW WE DETERMINE EXECUTIVE COMPENSATION

Our Executive Compensation ProgramPhilosophy

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

• is competitive;
  
• rewards performance that creates shareholder value, while maintaining an appropriate balance between profitability and stability; and
  
• encourages executives to drive efficiencies by using capital judiciously.

Setting Compensation

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, ensureshelps to ensure that the Company can attract and retain the high caliber of executive talent it seeks. In 2013,2016, the Compensation Committee reviewed market data and other information presented by Pay Governance LLC (“Pay Governance”), its compensation consultant, and by Willis Towers Watson. The Compensation Committee found that, on average for the named executive officers, (other than Mr. Archibald), 2012 annual compensation (at target opportunity) was close toaligned with 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		Target Total Cash		(excluding Merger specific awards)Target Total Compensation
	Targeted Positioning:		MedianPositioning		Medianmedian		Medianmedian		median
	Actual Positioning:		Positioning vs.
- vs.	Peer Group		8% Above MedianAt the median		3% above median		12% Above Median		18% Above Median1% above median

ProcessUse of Peer Companies and Benchmarking

In developing and maintaining appropriate compensation programs and target compensation levels for our executive officers, including our named executive officers, theOur 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.
  
• Committee annually reviews market data preparedcompiled by its compensation consultantWillis Towers Watson 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 listed below (our “Peer Group”). In determining which companies should be included in our peer group.

Peer Group for compensation purposes, the Committee considered several factors, including the revenue, market capitalization and industry.

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The median 2016 revenue of these 16 companies was $13.5 billion, and the median market cap as of the end of 2016 was $17.8 billion, as compared to 2016 revenue for the Company of $11.4 billion and market cap for the Company at the end of 2016 of $17.3 billion.

Cummins, Inc.†	Newell Brands Inc.*
Danaher Corp.		Ingersoll-Rand		Sherwin WilliamsParker Hannifin Corporation
Dover Corp.		Jarden Corp.		SPX Corp.Rockwell Automation, Inc.†
Eaton Corporation		Masco Corp.		TextronThe Sherwin-Williams Company
Emerson Electric Co.		Newell Rubbermaid		Tyco InternationalTextron Inc.
Illinois Tool Works, Inc.		Parker Hannifin		W. W. GraingerTyco International plc**
			Ingersoll-Rand plc	Whirlpool Corp.
Masco Corp.	W.W. Grainger, Inc.
† Cummins, Inc. was added to the Company’s Peer Group in 2016 to replace SPX Corp., which had split into two companies during 2015. Rockwell Automation was added to replace Jarden Corp., which was acquired by Newell Rubbermaid. * formerly Newell Rubbermaid ** Johnson Controls purchased Tyco International plc in 2016 and, accordingly, the Company is evaluating a replacement for Tyco International in its peer group for future years.

TheseThe data pointsderived from the peer group 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 reviewsRole & Process of the Company’s financial performance,Compensation Committee

  In developing and maintaining appropriate compensation programs and target compensation levels for our executive officers, including an assessment provided by its compensation consultant of actual compensation received by theour 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.Committee:

  		Annually reviews detailed compensation data for each named executive officer. The data includes 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.
  Monitors and Evaluates Executive Compensation
  		Each year, the Compensation Committee reviews an analysis prepared by Willis Towers Watson of actual compensation received by the named executive officers and also the compensation realizable by our 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, in consultation with our compensation consultants, assesses whether the Company’s incentive programs are working as intended and paying for performance.
  Annually Reviews the Company’s Financial Performance

  
  

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		The Compensation Committee discusses compensation matters, other than those pertaining to the Chief Executive Officer, with our Chief Executive Officer and other management representatives, and meets in executive session with our independent 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.
Discusses Compensation Matters
		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 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 our independent compensation consultant to opine on the degree of difficulty inherent in achieving those goals. The Compensation Committee approves the goals, and presents them to the Board for approval, when satisfied that they are set at reasonable but appropriately challenging levels.
In Consultation with the Board, Establishes Performance Goals for the Company’s Short-Term and Long-Term Performance Award Programs

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 Independent Compensation Consultant

To enhance the Compensation Committee’s ability to perform its responsibilities, the Compensation Committee has in recentfor several 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 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 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 legal and regulatory considerations affecting executive compensation and benefit programs; and
●	provided general advice to the Compensation Committee with respect to compensation decisions pertaining to the Chief Executive Officer and senior executives.

In addition to the services provided to the Compensation Committee, with respect to compensation decisions pertainingPay Governance periodically provides information and advice to the Chairman and Chief Executive Officer and senior executives.Corporate Governance Committee regarding the compensation of the Company’s independent directors. Pay Governance works exclusively for the Compensation Committee and provides no other services to the Company. As described in more detail on page 8, the Compensation Committee has determined that Pay Governance is independent and that there is no conflict of interest between Pay Governance and the Compensation Committee.

Compensation ComponentsDISCUSSION OF OUR 2016 EXECUTIVE COMPENSATION PROGRAM

Pay MixCompensation Basics

The purpose of our executive compensation program is to attract and retain talent and to reward our executives for performance that benefits the Company and its shareholders. To that end, we seek to compensate our executives in a manner that: 

●	iscompetitive;
●	rewards performance that creates shareholder value, while maintaining an appropriate balance between profitability and operational stability; and
●	encourages executives to drive efficiencies by using capital judiciously.

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Type	Objective
Base Salary	Reflect the skill and experience that our executive officers contribute to the Company on a day-to-day basis.
Annual Incentive Compensation	Balance the complementary short-term goals of profitability and stability.
Long-term Incentives	Incentivize executives to achieve sustainable performance results and maximize long-term shareholder value.

Our Compensation Philosophy & Goals

The Compensation Committee believes that a significant portion of each executive officer’s compensation opportunity should be variable in order to ensure that median or above-median compensation is delivered 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 management incentive compensation and annual long-term incentive awards is targeted such that approximately 75% - 85% of our named executive officers’ target total annual compensation is variable 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.

How the Elements of Our 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 management incentive compensation and annual long-term incentive awards is targeted such that approximately 75%–85% of our named executive officer’s total annual

compensation is variable 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.Program Work

Base Salaries1. BASE SALARIES

The table below illustrates the 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 amount of base salary set forth in the table on page 24. Salariesare aligned with median market levels. Individual 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 listed below are aligned with median market levels.

		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 - MICP2. ANNUAL INCENTIVE COMPENSATION – MANAGEMENT INCENTIVE COMPENSATION PLAN

All of our executive officers, including the named executive officers, participate in the annual incentive compensation programs under the Company’s 2013 MICP.2012 Management Incentive Compensation Plan (“2012 MICP”). These programs are designed to to:

●	balance the complementary short-term goals of profitability and operational stability; and
●	encourage our executives to maximize profitability and efficiency.

Target awards are set as a percentage of each officer’s base salary in effect at the beginning  of the performance period

MICP metrics and resulting performance are based upon normalized earnings

MICP payouts vary from 0% to 200% of the target bonus opportunity depending on actual performance

Our named executive officers won’t receive a payout for a particular MICP metric in the event actual performance falls below threshold for that metric

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For 2016, the complementary short-term goalsnamed executive officer target bonus opportunities (as a percentage of profitability and stability, encouraging our executives to maximize profitability and efficiency while promoting stability in our annual operating condition. base salary) were as follows:

	Mr. Lundgren	150%
	Mr. Loree	100%
	Mr. Allan	100%
	Mr. Ansell	100%
	Mr. Ramirez	70%
	Mr. Wyatt	70%

The 20132016 MICP program measures included: EPS weighted at 40%; cash flow multiple (operating cash flow less capital expenditures divided by net earnings) weighted at 40%; and organic sales growth weighted at 20%.

●	earnings per share (“EPS”) weighted at 40%;
●	cash flow multiple (operating cash flow less capital expenditures divided by net earnings) weighted at 40%; and
●	organic sales growth (sales growth excluding foreign exchange and acquisition/divestiture impacts) weighted at 20%.

The Compensation Committee believes appropriate weighting of these three metrics supports the objective of maximizing profitability, efficiency and growth while promoting operational stability in our annual operating condition, as EPS, cash flow and organic sales growth are essential for the growth of high quality earnings.earnings and to sustain our strong financial condition.

Executives with group or divisional responsibility have additional measurementsgoals that can include such measures as divisional operating margin, working capital management and division organic sales growth.sales. 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 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 in effect at the beginning of the performance period. For 2013, the named executive officer target bonus opportunities were: Mr. Lundgren – 150%, Mr. Allan – 100%, Mr. Ansell – 100%, Mr. Bontrager– 100% and Mr. Loree – 100%. MICP payouts will vary from 0% to 200% of the target bonus opportunity depending on 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 2013 performance are illustrated in the table below.

MICP Payout for 20132016 Performance

		Weighting of Measures
		Corporate						Group						Potential Bonus Payouts						Weighted Avg.
																				Payout on All
				Cash		Organic		Operating		Working		Organic								Measures
		EPS		Flow		Sales		Margin		Capital		Sales		Threshold		Target		Maximum		(% of target)		Payout
John F. Lundgren		40%		40%		20%		0%		0%		0%		$975,000		$1,950,000		$3,900,000		88.6%		$1,727,700
Donald Allan, Jr.		40%		40%		20%		0%		0%		0%		$312,500		$625,000		$1,250,000		88.6%		$553,750
Jeffery D. Ansell		20%		20%		10%		25%		15%		10%		$287,500		$575,000		$1,150,000		103.3%		$593,975
D. Brett Bontrager		20%		20%		10%		25%		15%		10%		$262,500		$525,000		$1,050,000		50.5%		$265,125
James M. Loree		40%		40%		20%		0%		0%		0%		$405,000		$810,000		$1,620,000		88.6%		$717,660
Nolan D. Archibald		40%		40%		20%		0%		0%		0%				$1,875,000				19.5%		$364,726

Actual performance in 2013 with respect to corporate performance goals resulted in a weighted average payout across all measurements equal to 88.6% of target for corporate 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 applicable to the MICP award program for the 20132016 performance period are illustrated below:

	EPS		Cash Flow Multiple		Organic Sales Growth

								2013 Result		Threshold		Target		Maximum		2016 Actual Result
		Threshold		Target		Maximum		Actual
EPS		$5.25		$5.53		$5.81		$4.98
EPS (GAAP)										$5.80		$6.10		$6.40		$6.51
Cash Flow Multiple		80%		100%		120%		108%		85%		100%		115%		118%
Organic Sales Growth		1.5%		2.5%		3.5%		3.1%		2.2%		3.2%		4.2%		3.8%

BasedThe weighting applied to each of these measures, potential bonus payouts and the bonuses actually earned by each of our named executive officers for 2016 performance are set forth in the table below. The bonuses earned by Messrs. Ansell, Wyatt and Ramirez are based on the corporate results discussedset forth above and the results of his division,the Tools & Storage business (for Mr. Ansell earned a bonus equal to 103.3% of his target bonus. Based onAnsell), Engineered Fastening business (for Mr. Wyatt), and Global Emerging Markets business (for Mr. Ramirez),

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weighted as reflected in the corporate results discussed above and the results of his division, Mr. Bontrager earned a bonus equal to 50.5% of his target bonus.table below. The specific divisional operating margin, 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 generally does not disclose goals and results for specific divisions.

		Weighting of Measures
		Corporate						Group						Potential Bonus Payouts
		EPS		Cash Flow		Organic Sales		Operating Margin		Working Capital		Organic Sales		Threshold		Target		Maximum		Weighted Avg. Payout Earned on All Measures (% of target)		Payout
John F. Lundgren		40%		40%		20%		0%		0%		0%		$1,012,500		$2,025,000		$4,050,000		192.3%		$3,894,075
James M. Loree		40%		40%		20%		0%		0%		0%		$420,000		$840,000		$1,680,000		192.3%		$1,615,320
Donald Allan, Jr.		40%		40%		20%		0%		0%		0%		$327,500		$655,000		$1,310,000		192.3%		$1,259,565
Jeffery D. Ansell		20%		20%		10%		25%		15%		10%		$332,500		$665,000		$1,330,000		196.1%		$1,304,065
Jaime A. Ramirez		10%		10%		5%		35%		15%		25%		$145,250		$290,500		$581,000		184.2%		$535,101
John H. Wyatt		10%		10%		5%		35%		15%		25%		$184,532		$369,064		$738,128		85.4%		$315,181

Long-Term Incentive Compensation3. 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 2013 Long-Term Incentive Plan.

●	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 2013 Long-Term Incentive Plan.
●	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.

In 2013,2016, the Company granted stock options, RSU’sRSUs and performance units to its named executive officers as part of their regular compensation packages. 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. chart below summarizes the key elements of our long-term incentive compensation program:

Restricted Stock Units & Stock Options	●	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.
	●	Stock options and RSUs vest in four equal annual installments on each of the first  four anniversaries of the grant date.
	●	Stock options expire 10 years from the grant date.
Performance Units	●	Performance units are a key component linking pay with performance and aligning  management’s interests with the Company’s key strategic initiatives.
	●	Designed to pay out at market-competitive levels only when we achieve and sustain profitability and market return goals over three years.
	●	40% of performance unit payouts are contingent upon improvement in cash flow return on investment (“CFROI”), 35% on EPS growth, and 25% on TSR relative to our peers.
	●	The weighting of these goals is designed to encourage participants to focus first on cash flow return on investment, 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.

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How We Determine Performance Criteria

Under our long term performance units are a key component linking pay withprograms, 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. Stock options expire 10 years from the grant date. The performance units for the performance period commencing in 2013 will be earned or forfeited following the conclusion of a three yearthree-year performance cycle depending on the achievement of pre-established EPS and ROCECFROI performance goals for each year in the cycle and a three-year cumulative TSR goal. Commencing with the 2016-2018 performance cycle, EPS and CFROI goals are weighted such that achievement of these goals in the first and second years of the program will carry more weight than achievement of these goals in the third year of the program.

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 that must be balanced over both nearnear- and longer-term time horizons. The Compensation Committee does not want managers pursuing other short

●	The Compensation Committee does not want managers pursuing other short- or long-term goals without considering the effect of such goals on EPS.
●	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.
●	Because each of the annual EPS goals contained in a given three-year long-term performance cycle is established in the first year of the cycle and the EPS goal for MICP is established each year, the target EPS goals for the second and third years of the long-term performance cycle are not likely to be the same as the target EPS goals for the corresponding years’ MICP programs.
●	Even in the first year of a cycle, when target EPS goals will match, the threshold and maximum EPS metrics will not be the same for annual and long-term awards because the range below and above target annual EPS is narrower for MICP awards than for long-term performance awards.
●	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.

TheCFROI computation is defined as cash from operations plus after-tax interest expense divided by the two-point average of debt plus equity. Including this measure helps align performance goals withoutwith the Company’s objectives, by encouraging participants to give greater weight to the projected cash flow return in relation to the cost of capital when considering investments.

TheTSR calculation is based on an annualized rate of return reflecting share price appreciation and dividends paid during the effect on EPS. Further,measurement period with starting and ending prices measured as 20-day averages to account for daily trading volatility.

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While we may re-evaluate 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%measures used in the performance unit plan (as describedprogram in more detail below). The Compensation Committee also believesthe future, or the weighting of those measures, we believe that usingCFROI, EPS, as oneand TSR currently provide effective tools for measuring the value we create and sustain, assessing our achievement of thestrategic 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 theevaluating our 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 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.potential.

		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
Generally, 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				TheCompensation 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

The Compensation Committee believes thatmay establish the mix of stock options, RSUs and performance units placestarget at a substantial portion of compensation at risk and effectively links equity compensation values to shareholder value creation and financial results. higher or lower level in appropriate circumstances.

Threshold, target and maximum EPS and CFROI goals are established in the first year for each fiscal year, or portion thereof, for the performance period.

At the end of the performance period, a weighted 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 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%a significant portion of the total long-term incentive value delivered in performance units.

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The following table shows the 20122015 and 20132016 allocation of regular long-term incentive awards for our named executive officers (other than Mr. Archibald):officers:

		2013						2012
		Stock				Performance		Stock				Performance
		Options		RSUs		Units		Options		RSUs		Units
John F. Lundgren		23%		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 Bontrager		27%		30%		43%		29%		40%		31%
James M. Loree		26%		28%		46%		22%		30%		48%

		2016						2015
		Stock Options		RSUs		Performance Units		Stock Options		RSUs		Performance Units
	John F. Lundgren	22%		28%		50%		22%		27%		51%
	James M. Loree	31%		35%		34%		25%		31%		44%
	Donald Allan, Jr.	32%		35%		33%		27%		34%		39%
	Jeffery D. Ansell	32%		35%		33%		27%		34%		39%
	Jaime A. Ramirez	35%		38%		27%		33%		40%		27%
	John H. Wyatt	32%		35%		33%		29%		36%		35%

The goals for the 2015 – 2017 and 2016 – 2018 performance unit componentcycles are on a GAAP basis inclusive 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 ROCE, 35% on EPS growth, and 25% on TSR relative to our 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. 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.routine restructuring charges. For example, in future awardscompetitive reasons, the Company may use a Cash Flow Return on Investment metric rather than ROCE if the Company determines it is important to emphasis cash flow in its long-term plan.

Performancedoes not disclose target 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 suchcycles 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.

Threshold, target and maximum EPS and ROCE goals are established in the first year for each fiscal year, or portion thereof, for the performance period. At the end of the performance period, a weighted 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.have not yet been completed. The threshold and maximum performance goals for the 2012-20142015 – 2017 and 2013-20152016 – 2018 performance cycles are as follows:

				EPS						ROCE				TSR						EPS						CFROI				TSR
				Threshold		Maximum				Threshold		Maximum		Threshold		Maximum				Threshold		Maximum				Threshold		Maximum		Threshold		Maximum
2012-2014		Year 1		$5.26		$6.43		Year 1		12.0%		14.0%
2015 - 2017																		Year 1		$5.18		$6.33		Year 1		12.4%		14.4%
Performance		Year 2		$5.80		$7.09		Year 2		13.3%		15.3%		25th		75th		Year 2		$5.61		$6.85		Year 2		12.6%		14.6%		25th		75th
Cycle		Year 3		$6.38		$7.80		Year 3		13.9%		15.9%		percentile		percentile		Year 3		$6.19		$7.57		Year 3		12.7%		14.7%		percentile		percentile
2013-2015		Year 1		$4.98		$6.08		Year 1		9.7%		11.7%
																				EPS						CFROI				TSR
																				Threshold		Maximum				Threshold		Maximum		Threshold		Maximum
2016 - 2018																		Year 1		$5.49		$6.71		Year 1		12.5%		14.5%
Performance		Year 2		$5.30		$6.48		Year 2		10.0%		12.0%		25th		75th		Year 2		$5.77		$7.05		Year 2		12.5%		14.5%		25th		75th
Cycle		Year 3		$5.79		$7.07		Year 3		11.0%		13.0%		percentile		percentile		Year 3		$6.32		$7.72		Year 3		12.6%		14.6%		percentile		percentile

The award opportunities associated with the 2012-2014 performance cycle are set forth in the Company’s March 15, 2013 Proxy Statement on page 17.

For the 2013-20152016 – 2018 performance cycle, which commenced January 1, 2013, the Compensation Committee determined that the likelihood of missing the target goal is at least as high as the likelihood of achieving the target goal. The EPS and ROCE goals for the 2013-2015first and second years ofthe2016 – 2018 performance cycle are lower than those established for the 2012-2014same fiscal years in the 2015 – 2017 performance cycle primarily because they reflectof foreign exchange pressure.

The award opportunities associated with the significant divestiture of2015 – 2017 performance cycle are set forth in the Company’s HHI business in 2012 as well as unfavorable changes in currency exchange rates.March 9, 2016 Proxy Statement on page 23. The following table illustrates the award opportunities associated with the 2013-20152016 – 2018 performance cycle.

2013-20152016 – 2018 Performance Cycle

		Potential Performance Units Earned									Potential Performance Units Earned
		Threshold				Target		Maximum			Threshold		Target		Maximum
John F. Lundgren			24,631			49,261			82,102		21,745		43,490		72,483
James M. Loree											11,275		22,550		36,081
Donald Allan, Jr.			3,947			7,894			15,789		3,517		7,034		14,067
Jeffery D. Ansell			3,631			7,263			14,526		3,570		7,141		14,282
D. Brett Bontrager			3,316			6,631			13,263
James M. Loree			12,789			25,578			40,925
Jaime A. Ramirez											1,560		3,119		6,239
John H. Wyatt											2,030		4,059		8,118

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2011-20132014 – 2016 Performance Cycle

The goals, actual performance results and payouts associated with the recently completed 2011-20132014 – 2016 performance cycle are illustrated in the following two tables. The results achieved for the 2011-20132014 – 2016 performance cycle resulted in a weighted average goal achievement across all measures of 61.3%172.7% 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 for 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
EPS										ROCE										TSR
																												EPS										Goals CFROI								TSR
		Threshold		Target		Maximum		Achieved				Threshold		Target		Maximum		Achieved		Threshold		Target		Maximum		Achieved		Threshold		Target		Maximum		Achieved				Threshold		Target		Maximum		Achieved		Threshold		Target		Maximum		Achieved
Y 1		$4.60		$4.85		$5.09		$5.24		Y 1		10.4%		11.4%		12.4%		11.7%										$4.86		$5.40		$5.94		$5.67		Y 1		9.0%		10.0%		11.0%		13.1%		25th percentile		50th percentile		75th percentile		86th percentile
Y 2		$4.95		$5.50		$6.05		$5.34		Y 2		11.8%		12.8%		13.8%		12.4%		25th		50th		75th		16th		$5.45		$6.06		$6.67		$6.16		Y 2		10.0%		11.0%		12.0%		12.9%
Y 3		$5.40		$6.00		$6.60		$5.29		Y 3		13.3%		14.3%		15.3%		11.6%		percentile		percentile		percentile		percentile		$6.09		$6.77		$7.45		$6.77		Y 3		11.0%		12.0%		13.0%		16.1%

*

In determining whether the EPS and CFROI performance goals were met for the 2014 – 2016 performance cycle, certain adjustments were made to remove the effects of restructuring and acquisition-related charges in each year, consistent with the terms of grant. The results shown in the foregoing table reflect these adjustments.

																Weighted
			Potential Performance Units									Actual Payout				Average Payout	Potential Performance Unit										Actual Payout (shares)				Weighted Average Payout (% of target)
		Threshold				Target		Maximum				(shares)				(% of target)	Threshold				Target		Maximum
John F. Lundgren			25,787			51,575			85,958				28,924			56.1%		23,979			47,959			79,931				71,219			148.5%
James M. Loree																		12,451			24,902			39,843				35,759			143.6%
Donald Allan, Jr.			2,613			5,226			10,452				3,204			61.3%		3,843			7,686			15,371				13,274			172.7%
Jeffery D. Ansell			2,613			5,226			10,452				3,204			61.3%		3,843			7,686			15,371				13,274			172.7%
D. Brett Bontrager			2,476			4,951			9,902				3,035			61.3%
James M. Loree			12,894			25,787			41,260				14,192			55.0%
Jaime A. Ramirez																		1,722			3,443			6,886				5,946			172.7%
John H. Wyatt																		1,582			3,163			6,327				5,463			172.7%

Special CompensationGrants in 2016

Working Capital Incentive Program

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 awardsOn October 21, 2016, pursuant to a working capital incentive 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. We believe working capital turns is an important measure of our efficiency and overall performance standards.

In July 2013, the Compensation Committee determined that the Company had achieved the performance goals associated with the 2010-2013 working capital turns program. The maximum goal of eight working capital turns was exceeded (excluding the effects of acquisitions greater than $50.0 million) which generated approximately $700 million of cash flow over the measurement period. As a result, the awards were paid to our named executive officers (excluding Mr. Archibald, who was not a participant in the program) in the third quarter of 2013. The payouts associated with this program are illustrated in the table below:

	Payout
	(shares)
John F. Lundgren	36,721
Donald Allan, Jr.	7,442
Jeffery D. Ansell	7,442
D. Brett Bontrager	7,051
James M. Loree	14,689

Merger Cost Synergy Bonus

In connection with the Merger, the Company had entered into an employment agreement with Nolan D. Archibald. As discussed in detail in each of the Company’s Proxy Statements since the Merger, under the terms of his agreement (which expired on March 12, 2013reached in connection with his retirement)December 2014 promotion to the position of President, Sales & Marketing, Global Tools and Storage, Mr. Archibald was eligibleWyatt received a special grant of 10,000 RSUs that will vest in full on November 1, 2018.

On December 2, 2016, the Compensation Committee approved the grant of one-time restricted stock unit awards to receive a bonus based on the annual run-rate of cost savings achieved bycertain employees in order to mitigate retention risk, position the Company as of March 12, 2013 thatfor future profitable growth and ensure the leadership remains engaged to deliver sustained strong performance. Recipients included Mr. Wyatt and Mr. Ramirez, who were attributable to the Merger. The cost savings were to be calculatedawarded 20,000 and 10,000 RSUs respectively. These awards will vest in two equal installments on a pre-tax basis, applying generally accepted accounting

principlesDecember 2, 2020 and otherwise consistent with the timing and methods of cost synergy measurements used in reports provided to the Board and included in the Company’s public filings. The calculation did not include any revenue synergies. The Company determined that it had achieved in excess of $350 million of cost saving synergies attributable to the Merger and accordingly Mr. Archibald received a cash bonus in the amount of $51,352,476, which amount is included for Mr. Archibald in the table on page 24.December 2, 2021.

Benefits & Perquisites

Retirement Benefits

The Compensation Committee believes that offering a full complement of compensation and benefit programs typically extended to senior executive officers at comparable companies is crucial to the attraction and retention of high-caliber executive talent. To that end, the Company currently offers retirement programs to its executive officers under two plans: the Stanley Black & Decker Retirement Account Plan and the Stanley Black & Decker Supplemental Retirement Account Plan, which are more fully described on pages 25-2630-31 and 33-34, respectively.39-40. Prior to 2007, when the program was closed to new participants, the Company provided supplemental retirement benefits to certain executives pursuant to The Stanley Works Supplemental Executive Retirement Program.Program (now known as the Stanley Black & Decker, Inc. Supplemental Executive Retirement Program). Those executives who were participants in the program prior to 2007, including Messrs. Lundgren and Loree, retain this benefit. This Program is described on page 32. Prior to the Merger, Black & Decker executives accrued benefits under plans sponsored by Black & Decker. Effective January 1, 2011, those executives became eligible to participate in the Stanley Black & Decker 38.

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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 salary continuation period, as provided under such plans.Agreement with Mr. Lundgren

Employment Agreements

The Company has followed the practice of entering into a written employment agreement with its chief executive officer for many years in order to provide continuity of leadership. Consistent with this practice,On July 22, 2016, the Company entered into an employment agreementannounced that John F. Lundgren would retire from his position as Chief Executive Officer of the Company, effective as of July 31, 2016 and would continue to be employed by the Company until April 30, 2017 as a Special Advisor with such duties as the Board might specify. Mr. Lundgren also continued in his position as Chairman of the Board until December 31, 2016. In connection with Mr. 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 (the “Code”). In 2009, Mr. Lundgren’s agreement was again amended and restated in connectioncontinued employment with the Merger and became effective upon completion of the Merger on March 12, 2010. On January 13, 2013,Company after August 1, 2016 as a Special Advisor, the Company and Mr. Lundgren agreed that hisentered into an Executive Retirement Agreement dated as of July 21, 2016, which supersedes the employment agreement is to be construed and interpreted to reflect (i) that he has ceased to serve as the President ofhad been executed by the Company and (ii) that effective March 13, 2013, he will assumeMr. Lundgren in November 2009.

Additional information regarding Mr. Lundgren’s agreement is set forth under the additional role and responsibilities of Chairman of the Board of the Company.heading“Executive Officer Agreements”on page 40.

In connection with the Merger,Employment Agreements

Mr. Loree

On July 21, 2016, the Company also entered into written employment agreementsa Letter Agreement (the “Letter”) with James M. Loree in connection with Mr. Loree’s appointment to serve as Chief Executive Vice President and Chief Operating Officer and Nolan D. Archibald, as Executive Chairman. Both of these agreements became effective upon completion of the MergerCompany, effective as of August 1, 2016. Under the Letter, Mr. Loree is employed as the Company’s Chief Executive Officer on March 12, 2010. Mr. Archibald’san “at will” basis and his employment may be terminated at any time for any reason. The Letter supersedes the employment agreement expired on March 12, 2013 and he has retired from his position as Executive Chairman of the Company. On January 13, 2013,that had been executed by the Company and Mr. Loree agreed thatin November 2009.

Mr. Wyatt

Prior to his promotion to the position of President, Sales & Marketing, Global Tools & Storage, in December 2014, John H. Wyatt was based in Belgium and was employed by a subsidiary of the Company. Consistent with European practice, Mr. Wyatt had executed an employment agreement is to be construed and interpreted to reflect (i) that he has ceased to serve as Executive Vice President ofwith the subsidiary. On December 22, 2014, Mr. Wyatt entered into a new agreement with the Company and (ii) that he will serve asto replace his prior agreement. That agreement was updated effective January 20, 2016 in connection with Mr. Wyatt’s promotion to President, and Chief Operating Officer of the Company.Stanley Engineered Fastening.

Detailed descriptions of the employment agreements with Messrs. LundgrenLoree and LoreeWyatt are set forth under the heading ““Executive Officer AgreementsAgreements”” on pages 34-36.41-42.

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 key 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).officers. Severance protections were established based on prevailing market practices when these agreements were put in place for each of our named executive officers.officers; Mr. Lundgren and Mr. Loree executed new change in control agreements in July 2016, in connection with the CEO transition described above. The severance benefits that would have been payable at December 28, 201331, 2016 to Messrs. Lundgren, Loree, Allan, Ansell, BontragerRamirez and LoreeWyatt in the event of termination following a change in control are set forth under the heading ““Termination and Change in Control ProvisionsProvisions”” beginning on page 36.42. Golden parachute excise tax gross-ups have not been and will not be included in any new change in control or severance agreement or arrangement entered into after 2010.

Perquisites and other benefits

The Company provides 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 whom the Company competes for talent. The perquisites currently provided in 2016 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 Company products for Messrs. Lundgren and ArchibaldLoree and $2,000 of Company products for other executive officers as more fully set forth on page 25.pages 30-31. Based on a detailed review of perquisites completed in 2016, the Company will increase the allowance for Company products to $5,000 for all executive officers in 2017 and will eliminate the car allowance as current lease arrangements expire. The provision of financial planning services,

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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 provides home security services to certain executives to help ensure their safety and that of their families. The Company also permits limited personal use of corporate aircraft by certain executives. 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). The Company does not provide tax gross-ups on any perquisites other than gross-ups relatingperquisites. As discussed on page 42, the Company agreed to provide Mr. Wyatt with certain perquisites that had been provided to Mr. Archibald, which he was entitled to under his employment agreement, which agreement expired on March 12, 2013additional benefits in connection with his retirement.relocation from Europe to the United States. The value of these benefits is included in Column (i) of the Summary Compensation Table and the footnote thereto.

Other Compensation PoliciesOTHER COMPENSATION POLICIES & CONSIDERATIONS

Stock Ownership Policy

In furtherance of the Company’s objective to create an ownership culture and because the Compensation Committee believes the meaningful investment by executive officers in the Company better aligns their interests with those of the Company’s shareholders, the Company maintains a Stock Ownership Policy for Executive 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.applicable—even if the minimum ownership requirement is otherwise satisfied. A copy of this policy is available on the “Corporate Governance” section of the Company’s website atwww.stanleyblackanddecker.com.

	Minimum Ownership
CEO	1,000%600% of base salary
COO and CFO	500% of base salary
Other Executive Officers	300% of base salary

Timing of Stock Option and RSU Grants

With the exception of grants made to French participants, annualAnnual grants of stock options and RSUs 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 and such grants are necessarythat would likely have an adverse impact on our ability 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 Code, the Company may not be able to deduct certain forms of compensation in excess of $1,000,000 paid to the Chief Executive Officer and the three other most highly compensated named executive officers employed at the 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, designed to preserve the deductibility of annual incentive

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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 atwww.stanleyblackanddecker.com.

Forfeiture of Awards in the Event of Restatement

The 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 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 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 atwww.stanleyblackanddecker.com.

Assessment of Risk Arising from Compensation Policies and Practices

The Company has considered whether its 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 practices and policies do not create such risks. This conclusion was based on the following considerations:

As discussed above on pages 15 and 16,18-20, 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 MICP Goals generally fall into two categories:

corporate goals consisted, consisting of EPS, organic sales growth and cash flow multiple (operating cash flow less capital expenditures divided by net earnings); and

divisional managers had additional performance goals with respect to, such as 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 topercent.

Divisional goals are established with overall corporate success. Further, achievement ofobjectives in mind and generally do not conflict with corporate goals and divisional goals are weighted equally in determining bonuses, making it unlikelygoals. To further minimize the risk that 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, at least 20% of the annual bonus opportunity for all managers is based on achievement of the corporate goals. WhileIn addition to divisional goals, managers other than named executive officers might havemay be assigned individual performance goal targets as a component of their MICP award as well,award. Any such individual achievement of individual goals would account for only a small percentage of the total bonus opportunity makingand, accordingly, it is 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 16-19,20-24, 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).

	(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

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each performance award is contingent on achieving stated levels in EPS during the performance period, a portion is based on targets relating to ROCE,CFROI, and a portion is contingent on achieving TSR relative to a peer group. As noted on pages 15-17,page 21, the Company believes that using EPS and ROCECFROI 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. Includinggrowth; 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 ROCECFROI goals have been met, the Compensation Committee retains the discretion to adjust the manner in which achieved EPS and ROCECFROI 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.

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Summary Compensation Table

The table below summarizes the total compensation for the applicable periods for:for those individuals who served as Chief Executive Officer or Chief Financial Officer of the Company during the fiscal year ended December 28, 201331, 2016 (“fiscal year 2013”2016”) and for the three most highly compensated executive officers of the Company serving as such at the end of fiscal year 20132016 other than the CEO and CFO; 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 2013those three individuals (collectively the “named executive officers”). Mr. Wyatt was not one of the Company’s named executive officers until fiscal year 2015. The compensation data included for Mr. Wyatt therefore covers only fiscal years 2015 and 2016.

(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,		2013		1,300,000		0		5,273,402		1,552,500		1,727,700		434,022		379,538		10,667,162
Chairman and CEO		2012		1,270,833		0		5,325,146		1,301,250		2,325,000		2,324,469		511,175		13,057,873
		2011		1,250,000		0		5,409,678		1,359,000		3,504,375		1,620,596		584,222		13,727,871
Donald Allan, Jr.,		2013		625,000		0		1,048,601		414,000		553,750		0		95,716		2,737,067
Senior Vice President and		2012		579,167		0		907,440		347,000		570,400		0		132,991		2,536,998
CFO		2011		516,667		0		834,156		362,400		710,220		0		190,167		2,613,610
Jeffery D. Ansell,		2013		579,167		0		1,001,184		414,000		593,975		0		94,866		2,683,192
Senior Vice President and		2012		529,167		0		869,471		347,000		705,400		0		103,883		2,554,921
Group Executive,		2011		495,833		0		834,206		362,400		719,000		0		161,395		2,572,834
Construction & DIY
D. Brett Bontrager		2013		525,000		0		839,880		310,500		418,729		0		81,671		2,175,780
Senior Vice President and		2012		479,167		0		857,803		347,000		364,520		0		43,915		2,092,405
Group Executive,		2011		460,417		0		812,962		362,400		895,890		0		106,107		2,637,776
Stanley Security Solutions
James M. Loree,		2013		810,000		0		2,976,181		1,035,000		717,660		2,825,465		190,579		8,554,885
President and COO		2012		785,000		0		3,027,988		867,500		967,200		1,480,620		203,877		7,332,185
		2011		765,000		0		2,956,745		906,000		1,401,750		987,233		315,838		7,332,566
Nolan D. Archibald,		2013		308,140		0		0		0		51,717,202		0		441,429		52,466,771
Former Executive Chairman		2012		1,500,000		0		3,325,025		3,325,002		1,875,000		5,946		554,165		10,585,138
		2011		1,500,000		0		3,325,025		3,325,000		1,875,000		1,657,541		627,900		12,310,466

(a)		(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Name and Principal Position		Year		Salary ($)		Bonus ($)		Stock Award(s) ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total
John F. Lundgren,		2016		1,387,500		0		5,732,302		1,645,512		3,894,075		772,645		371,546		13,803,580
former Chairman and CEO		2015		1,350,000		0		5,907,366		1,645,500		2,731,725		5,902,208		477,465		18,014,264
		2014		1,304,167		0		5,763,029		1,498,500		3,730,350		492,849		348,587		13,137,482
James M. Loree,		2016		992,500		0		3,833,202		4,757,251		1,615,320		1,189,211		227,240		12,614,724
President and CEO		2015		835,000		0		3,279,902		1,097,000		1,092,690		0		261,732		6,566,324
		2014		810,000		0		3,276,946		999,000		1,549,530		2,887,907		229,185		9,752,568
Donald Allan, Jr.,		2016		671,667		0		1,258,748		585,750		1,259,565		0		131,051		3,906,781
Executive Vice President		2015		647,500		0		1,164,881		438,800		843,125		0		138,274		3,232,580
and CFO		2014		625,000		0		4,021,229		399,600		1,218,750		0		128,241		6,392,820
Jeffery D. Ansell,		2016		660,833		0		1,268,085		585,750		1,304,065		0		131,148		3,949,881
Executive Vice President		2015		625,000		0		1,164,881		438,800		858,750		0		147,969		3,235,400
and Group Executive,		2014		625,000		0		4,021,229		399,600		1,222,500		0		111,096		6,379,425
Global Tools & Storage
Jaime A. Ramirez		2016		425,000		0		1,845,734		351,450		535,101		11,141		56,909		3,225,335
Senior Vice President and		2015		412,500		0		686,806		329,100		280,000		0		56,194		1,764,600
President – Global		2014		400,000		0		1,638,358		299,700		217,840		42,422		54,048		2,652,368
Emerging Markets
John H. Wyatt		2016		541,667		0		4,309,564		351,450		315,181		0		331,155		5,849,017
President, Stanley		2015		540,000		0		1,521,346		219,400		414,990		0		493,957		3,189,693
Engineered Fastening

Footnote to Column (a) of Summary Compensation Table
As discussed on page 13, Mr. Lundgren retired as CEO on July 31, 2016 and as Chairman on December 31, 2016. Mr. Loree became CEO effective August 1, 2016.

Footnote to Column (e) of Summary Compensation Table
This column reflects the aggregate grant date fair value of all RSUs and the target value of performance awards granted during the fiscal years ended December 28, 2013, December 29, 201231, 2016, January 2, 2016, and December 31, 2011,January 3, 2015, 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 valuation of performance awards shown in the table is based on the probable outcome at the grant date fairdate. The value of the performance award grants included in this column at the grant date, assuming performance at maximum, for grants made in fiscal years 2013, 2012,2016, 2015, and 2011,2014, respectively, is as follows: Mr. Lundgren, $5,942,543/$6,139,763/$5,933,085/6,431,734/$5,568,599;6,205,643; Mr. Loree, $3,037,795/$3,063,017/$3,067,513; Mr. Allan, $1,186,464/$1,227,574/$873,367/1,237,312/$672,562;1,243,860; Mr. Ansell, $1,091,556/$1,246,337/$797,429/1,237,312/$672,562;1,243,860; Mr. Bontrager, $996,648/Ramirez, $544,454/$721,490/554,275/$637,143;557,232; and Mr. Loree, $2,940,154/Wyatt, $708,427/$2,961,825/$2,677,352.534,563. 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 December 28, 2013, December 29, 201231, 2016, January 2, 2016, and December 31, 2011,January 3, 2015, respectively, in accordance with 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.

Footnote to Column (g) of Summary Compensation Table
The dollar amounts set forth in this column reflect incentive compensation earnedpayable pursuant to the Company’s MICP for the 2013, 2012,2016, 2015, and 20112014 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 2013, 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 2014 calendar year.respectively.

Footnote to Column (h) of Summary Compensation Table
The amounts includedFor each of Mr. Lundgren and Mr. Loree’s benefits under the Stanley Black & Decker, Inc. Supplemental Executive Retirement Program (“SERP”), the increase in this column are attributablethe present value of the benefits can be attributed to the following plans:passage of time, benefits accrued, changes in plan provisions, and changes in certain assumptions, as applicable. Mr. Lundgren’s planned retirement in 2017 does not impact the change in pension value shown for 2016.

IncreaseThe increase in actuarialthe present value of Mr. Lundgren’s benefitRamirez’s benefits under the Stanley Supplemental Executive Retirement Plan for fiscal year 2013plans in which he is $434,022. a participant can be attributed to the passage of time and changes in certain assumptions. Mr. Ramirez’s pension value in 2015 due to the passage of time was more than offset by the increase in the discount rate assumption, so his pension value did not increase in 2015.

See the footnote to Column (d) of the Pension Benefits Table on page 3438 for the assumptions used in making 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 Programcalculations for fiscal year 2013 is $2,825,465. See the footnote to Column (d) of the Pension Benefits Table on page 34 for the assumptions used in making this calculation. For fiscal year 2012, the increase in actuarial present value of Mr. Loree’s benefit under The Stanley Works Supplemental Executive Retirement Program was $1,480,620. For fiscal year 2011, the increase in actuarial present value of Mr. Loree’s benefit under The Stanley Works Supplemental Executive Retirement 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.2016.

Footnote to Column (i) of Summary Compensation Table
This column reflects (i) Company contributions and allocations for Messrs. Lundgren, Loree, Allan, Ansell, Bontrager, LoreeRamirez and ArchibaldWyatt under the Stanley Black & Decker Retirement Account Plan (matching and 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 Account Plan (supplemental matching and supplemental Core for Messrs. Lundgren, Allan, Ansell, Bontrager and Loree and supplemental matching for Mr. Archibald)Core), and(ii) Company costs related to life insurance premiums, car allowances, financial planning services, annual physicals, products acquired through the Company’s Product Programs, reimbursement for club duesinstallation and maintenance of home security systems, as set forth in the table below.Perquisites provided to Mr. Archibald also includeand personal use of Companycorporate aircraft; and (iii) certain transitional benefits paid to Mr. Wyatt in connection with his relocation to the cost incurred byUnited States as more fully described below.

Contributions and Allocations under the Stanley Black & Decker Retirement Account Plan and the Stanley Black & Decker Supplemental Retirement Account Plan

The Company for such use is reflected below.Certain contributions and allocations under the Stanley Black & Decker Retirement Account Plan and the Stanley Black & Decker Supplemental Retirement Account Plan included in Column (i) of the Summary Compensation Table for 2016 are set forth below. Certain contributions and allocations under these Plans for Messrs. Lundgren and Loree will offset pension benefits as described on pages 33-34.page 38.

				Defined														Home		Personal Use
				Contribution						Financial		Annual		Product		Club		Security		of Corporate		Column (i)
				Plans		Insurance		Car		Planning		Physical		Program		Dues		System		Aircraft		Total
Name		Year		($)		($)		($)		($)		($)		($)		($)		($)		($)		($)
John F. Lundgren		2013		285,500		40,114		23,000		11,000		0		206		0		19,718		0		379,538
Donald Allan, Jr.		2013		62,908		10,418		18,000		1,067		2,500		823		0		0		0		95,716
Jeffery D. Ansell		2013		60,820		6,296		16,750		9,000		0		2,000		0		0		0		94,866
D. Brett Bontrager		2013		38,468		18,464		23,000		0		0		1,739		0		0		0		81,671
James M. Loree		2013		138,322		14,874		16,775		0		2,500		1,097		0		17,011		0		190,579
Nolan D. Archibald		2013		8,750		204,642		3,200		0		0		5,000		1,515		1,000		217,322		441,429

Name	Defined Contribution Plans ($)
John F. Lundgren	260,466
James M. Loree	152,087
Donald Allan, Jr.	83,673
Jeffery D. Ansell	83,206
Jaime A. Ramirez	28,571
John H. Wyatt	92,474

The Stanley Black & Decker Retirement Account Plan, an Internal Revenue Code Section 401(k) retirement plan that covers certain employees of the Company and its U.S. affiliates who are subject to the income tax laws of the United States, features two accounts, a Choice Account, and a Core Account.

The Choice Account offers eligible participants the opportunity for tax-deferred savings and a choice of investment options. For 2011, 2012the 2014, 2015 and 20132016 calendar years, a 50% matching allocation was provided on the first 7% of pay contributed by a participant on a pre-tax basis for the year. Pay generallyordinarily includes salary, management incentive bonuses,and certain other taxable compensation.compensation and elective contributions by a participant to the Stanley Black & Decker Retirement Account Plan or another plan sponsored by Stanley Black & Decker (or one of its wholly-owned subsidiaries) that meets the requirements of Section 125 or 401(k) of the Code. Annual pay and the amount of elective contributions are subject to limits set forth in the tax law. Participants are permitted to direct the investment of all funds credited to their Choice Accounts. Matching allocations are vested upon the earlier of a participant’s completion of one year of service or his/her attainment of age 55 while employed by Stanley Black & Decker (orthe Company or one of its wholly-owned subsidiaries).subsidiaries. Vesting is accelerated in certain circumstances, as described below.

The Core Account provides a retirement benefit for certain participants. This account is 100% funded by separate allocations that are not dependent on contributions by participants. The Core Account is subject to investment direction by a participant. Regular allocations to a Core Account for a calendar year are based on the participant’s age as of the last day of the year and pay for each calendar quarter during the year, as described above, and are subject to the limits of the tax law, with allocations for a calendar quarter contingent upon a participant having employment status on the last day of the calendar quarter, as follows:

Age		Allocation Amount (% of Pay)
Less than 40		2%
40 - 54		4%
55 and older		6%

There also 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 Hourly-Rated Employees of Porter Cable Corporation (which was merged into the Stanley Black & Decker Pension Plan effective as of the close of business on December 31, 2012). Messrs. Lundgren, Allan, Ansell, BontragerRamirez and Loree are eligible for 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):

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%

Allocations to a participant’s Core Account become 100% vested upon completing three years of service, except as described below. Effective January 1, 2011, a participant becomes fully vested in the matching allocations to the Choice Account and the allocations credited to the Core Account in accordance with thethese same rules, described in this footnote, except that full vesting also applies upon reaching age 55 while employed by the Company or if, while 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 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, the total vested value of the participant’s accounts (including amounts that became vested upon death while employed by the Company) is payable in a lump sum to his or her beneficiary.

The Stanley WorksBlack & Decker, Inc. Supplemental Executive Retirement Program is described on page 3238 under the heading “Pension Benefits.” The Stanley Black & Decker Supplemental Retirement Account Plan is described on pages 33-3438-39 under the heading ““Non-Qualified Defined Contribution and Deferred Compensation Plans.”

Company cost of perquisites

Name		Insurance ($)		Car ($)		Financial Planning ($)		Annual Physical ($)		Product Program ($)		Home Security System ($)		Personal Use of Aircraft ($)		Perquisite Total ($)
John F. Lundgren		71,315		23,000		11,000		0		4,999		0		766		111,080
James M. Loree		29,934		23,000		6,695		2,524		913		0		12,087		75,153
Donald Allan, Jr.		13,088		23,000		8,177		2,500		613		0		0		47,378
Jeffery D. Ansell		8,942		23,000		9,000		5,000		2,000		0		0		47,942
Jaime A. Ramirez		5,338		23,000		0		0		0		0		0		28,338
John H. Wyatt		24,712		23,000		0		0		0		0		0		47,712

Other Benefits

The amount under the column entitled “Personal Use of Corporate Aircraft” for Mr. Archibald includes reimbursement for taxes owed with respect to such benefits in the amount of $78,399. The Company has discontinued all gross-ups to cover taxes for perquisites except for the gross-ups providedTransition Benefits paid to Mr. Archibald that he was entitledWyatt in connection with his relocation to receive under the terms of his employment agreement, which agreement expired on March 12, 2013.United States, totaling $190,969, are as follows: housing allowance ($120,000); retirement benefit “make whole” ($44,556), travel benefit ($14,431), incremental tuition costs ($10,982) and a tax preparation fee ($1,000).

Grants of Plan BasedPlan-BasedAwards Table 20132016 Grants

This table sets forthinformationconcerning equity grants to the namedexecutiveofficers during the fiscal year endedDecember 28, 201331, 2016, as well as the range of futurepayouts under non-equityincentiveprograms.

																												Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Sh)		Closing Price at Date of Grant ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)
Name																										Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)
(a)																										(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)		(k)				(l)
John F. Lundgren																										February 17, 2016		1,012,500		2,025,000		4,050,000
																All Other										February 17, 2016								21,745		43,490		72,483										3,683,875
																Stock		All Other						Grant Date		December 2, 2016														17,263								2,048,428
																Awards:		Option		Exercise				Fair Value		December 2, 2016																70,231		118.66		118.23		1,645,512
																Number		Awards:		or Base				of Stock
James M. Loree																										February 17, 2016		420,000		840,000		1,680,000
																of Shares		Number of		Price of		Closing		and		February 17, 2016								11,275		22,550		36,081										1,898,569
																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		February 18, 2013		975,000		1,950,000		3,900,000
		April 16, 2013								24,631		49,261		82,102										3,565,511		August 1, 2016																129,199		121.63		122.08		3,000,001
		December 5, 2013														21,429								1,707,891		December 2, 2016														16,304								1,934,633
		December 5, 2013																75,000		79.70		79.77		1,552,500		December 2, 2016																75,000		118.66		118.23		1,757,250
Donald Allan, Jr.		February 18, 2013		312,500		625,000		1,250,000																		February 17, 2016		327,500		655,000		1,310,000
		April 16, 2013								3,947		7,894		15,789										593,195		February 17, 2016								3,517		7,034		14,067										613,831
		December 5, 2013														5,714								455,406		December 2, 2016														5,435								644,917
		December 5, 2013																20,000		79.70		79.77		414,000		December 2, 2016																25,000		118.66		118.23		585,750
Jeffery D. Ansell		February 18, 2013		287,500		575,000		1,150,000																		February 17, 2016		332,500		665,000		1,330,000
		April 16, 2013								3,631		7,263		14,526										545,778		February 17, 2016								3,570		7,141		14,282										623,168
		December 5, 2013														5,714								455,406		December 2, 2016														5,435								644,917
		December 5, 2013																20,000		79.70		79.77		414,000		December 2, 2016																25,000		118.66		118.23		585,750
D. Brett Bontrager		February 18, 2013		262,500		525,000		1,050,000
Jaime A. Ramirez																										February 17, 2016		145,250		290,500		581,000
		April 16, 2013								3,316		6,631		13,263										498,286		February 17, 2016								1,560		3,119		6,239										272,183
		December 5, 2013														4,286								341,594		December 2, 2016														13,261								1,573,550
		December 5, 2013																15,000		79.70		79.77		310,500		December 2, 2016																15,000		118.66		118.23		351,450
James M. Loree		February 18, 2013		405,000		810,000		1,620,000
John H. Wyatt																										February 17, 2016		184,532		369,064		738,128
		April 16, 2013								12,789		25,578		40,925										1,837,587		February 17, 2016								2,030		4,059		8,118										354,214
		December 5, 2013														14,286								1,138,594		October 21, 2016														10,000								1,195,200
		December 5, 2013																50,000		79.70		79.77		1,035,000		December 2, 2016														23,261								2,760,150
																										December 2, 2016																15,000		118.66		118.23		351,450
Nolan D. Archibald		February 18, 2013		1,875,000		1,875,000		1,875,000

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 December 30, 2012 through December 28, 2013.Company’s 2016 fiscal year. The bonuses payable, which are paid during the first quarter of 2014,2017, are set forth in Columncolumn (g) of the Summary Compensation Table and on page 16.Table.

Footnote to Columns (f), (g) and (h) of Grants of Plan-Based Awards Table
The performance awards identified in columns (f), (g) and (h) were awarded by the Board on February 19, 2013, subject to shareholder approval of the 2013 Long Term Incentive Plan which was approved on April 16, 2013 (the “2013 Plan”),2016, and cover a performance period that commenced on January 1, 2013at the beginning of the Company’s 2016 fiscal year and expires at the end of the Company’s 20152018 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 percent40% is contingent on the achievement of cash flow return on capital employed,investment, and twenty-five percent25% is contingent on total shareholder return.

The number of performance shares that each executive would be eligible to receive pursuant to these awards was determined by multiplying the executive’s base salary as of January 1, 20132016 by the applicable performance factor, which ranged from 40-150%25% – 150% in the case of threshold performance, 80-300%50% – 300% in the case of target performance, and 160-500%100% – 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) RSUs awarded on December 5, 20132, 2016 that will vest in four equal installments on the first four anniversaries of the date of grant; (ii) for Mr. Wyatt, a special RSU grant awarded on October 21, 2016 that will vest on November 1, 2018 and a retention RSU grant awarded on December 2, 2016 that will vest in two equal installments on the fourth and fifth anniversaries of the date of grant; (iii) for Mr. Ramirez, a retention RSU grant awarded on December 2, 2016 that will vest in two equal installments on the fourth and fifth anniversaries of the date of grant; and (iv) for Mr. Lundgren, an RSU grant awarded on December 2, 2016 that will vest in two equal installments on April 30, 2018 and April 30, 2019. 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 December 2016 Retention RSU awards and the December 2016 award to Mr. Lundgren will not vest on retirement; employment beyond April 30, 2017 is not a condition of the award to Mr. Lundgren.

Footnote to Column (j) of Grants of Plan-Based Awards Table
The stock options identified in this column are stock options granted on December 2, 2016 that, with the exception of the grant to Mr. Lundgren, will vest in four equal installments on the first four anniversaries of the date of grant as well as a special grant to Mr. Loree that was made on August 2, 2016 in connection with his becoming CEO that also 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 (j) of Grants of Plan-Based Awards Table
The stock options identified in this column are stock options granted on December 5, 2013 that Mr. Lundgren’s grant will vest in fourtwo equal installments on the first four anniversaries of the date of grant. An award recipient must generally remain employed until the timeApril 30, 2018 and April 30, 2019. Mr. Lundgren’s grant will not vest on retirement; employment beyond April 30, 2017 is not a condition of vesting of awards, but awards will vest in full if the participant’s employment terminates as a result of retirement, death or disability.for Mr. Lundgren’s grant.

Footnote to Column (k) of Grants of Plan-Based Awards Table
All stock option grants were made pursuant to the Company’s 2013 Plan.Long-Term Incentive Plan (the “2013 Plan”). The 2013 Plan, which has been approved by the Company’s shareholders, provides that the purchase price per share purchasable under an option may not be less than the Fair Market Value of a share on the date of grant. The 2013 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, Stock Compensation of the stock option grants, RSU grants and performance awards identified in this table. The valuation of performance awards is based on the probable outcome at the grant date. See footnote J of the Company’s report on Form 10-K for additional 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 2016-2018 performance award period that runs from January 1, 2013 throughat the end of the Company’s 2015 fiscal year,grant date, assuming performance at maximum, is as follows: Mr. Lundgren, $5,942,543;$6,139,763; Mr. Loree, $3,037,795; Mr. Allan, $1,186,464;$1,227,574; Mr. Ansell, $1,091,556;$1,246,337; Mr. Bontrager $996,648;Ramirez, $544,454; and Mr. Loree, $2,940,154.Wyatt, $708,427.

Outstanding OutstandingEquity EquityAwardsAwards at Fiscal Year End

Thefollowing table sets forthinformationregardingoutstanding stock option,stockoptions, optionawards, and RSU andperformance awards held by the namedexecutiveofficers onDecember 28, 2013.31, 2016.

		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		75,000		0		--		47.29		12/12/2015
		75,000		0		--		51.14		12/11/2016
		75,000		0		--		51.13		12/10/2017
		95,110		0		--		33.35		12/9/2018
		75,000		0		--		49.02		12/9/2019
		56,250		18,750		--		63.72		12/9/2020
		37,500		37,500		--		64.79		12/8/2021
		18,750		56,250		--		70.61		12/6/2022
		0		75,000		--		79.70		12/5/2023
												427,955		34,668,657
																25,041		2,028,592
																11,884		962,682
Donald Allan, Jr.		15,000		0		--		51.13		12/10/2017
		15,000		0		--		49.02		12/9/2019
		15,000		5,000		--		63.72		12/9/2020
		10,000		10,000		--		64.79		12/8/2021
		5,000		15,000		--		70.61		12/6/2022
		0		20,000		--		79.70		12/5/2023
												71,101		5,759,879
																4,013		325,076
																1,458		118,072
Jeffery D. Ansell		2,500		0		--		51.13		12/10/2017
		3,750		0		--		49.02		12/9/2019
		15,000		5,000		--		63.72		12/9/2020
		10,000		10,000		--		64.79		12/8/2021
		5,000		15,000		--		70.61		12/6/2022
		0		20,000		--		79.70		12/5/2023
												70,921		5,745,308
																3,692		299,071
																1,331		107,824

		Option Awards										Stock Awards
Name (a)		Number of Shares Underlying Unexercised Options (#) Exercisable (b)		Number of Shares Underlying Unexercised Options (#) Unexercisable (c)		Equity Incentive Plan Awards: Number of Securities Unexercised Unearned Options (#) (d)		Option Exercise Price ($) (e)		Option Expiration Date (f)		Number of Shares or Units of Stock that Have Not Vested (#) (g)		Market Value of Shares or Units of Stock That Have Not Vested ($) (h)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights That Have Not Vested (#) (i)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) (j)
John F. Lundgren		75,000		0		--		70.61		12/6/2022
		56,250		18,750		--		79.70		12/5/2023
		37,500		37,500		--		95.18		12/5/2024
		18,750		56,250		--		109.25		12/4/2025
		0		70,231		--		118.66		12/2/2026
												169,461		19,435,489
																45,302		5,195,672
																34,404		3,945,737
James M. Loree		50,000		0		--		49.02		12/9/2019
		50,000		0		--		63.72		12/9/2020
		50,000		0		--		64.79		12/8/2021
		50,000		0		--		70.61		12/6/2022
		37,500		12,500		--		79.70		12/5/2023
		25,000		25,000		--		95.18		12/5/2024
		12,500		37,500		--		109.25		12/4/2025
		0		129,199		--		121.63		8/1/2026
		0		75,000		--		118.66		12/2/2026
												97,267		11,155,554
																22,551		2,586,331
																16,514		1,893,991
Donald Allan, Jr.		20,000		0		--		64.79		12/8/2021
		20,000		0		--		70.61		12/6/2022
		15,000		5,000		--		79.70		12/5/2023
		10,000		10,000		--		95.18		12/5/2024
		5,000		15,000		--		109.25		12/4/2025
		0		25,000		--		118.66		12/2/2026
												65,992		7,568,598
																8,792		1,008,340
																6,371		730,690

		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)
D. Brett Bontrager		3,750		0		--		49.02		12/9/2019
		5,000		5,000		--		63.72		12/9/2020
		5,000		10,000		--		64.79		12/8/2021
		5,000		15,000		--		70.61		12/6/2022
		0		15,000		--		79.70		12/5/2023
												69,144		5,601,385
																3,371		273,085
																1,204		97,536
James M. Loree		25,000		0		--		47.29		12/12/2015
		25,000		0		--		51.14		12/11/2016
		25,000		0		--		51.13		12/10/2017
		15,850		0		--		33.35		12/9/2018
		50,000		0		--		49.02		12/9/2019
		37,500		12,500		--		63.72		12/9/2020
		25,000		25,000		--		64.79		12/8/2021
		12,500		37,500		--		70.61		12/6/2022
		0		50,000		--		79.70		12/5/2023
												261,326		21,169,984
																13,002		1,053,304
																6,180		500,601
Nolan D. Archibald		191,250		0		--		64.52		4/24/2015
		191,250		0		--		72.44		3/12/2016
		191,250		0		--		69.31		3/12/2016
		191,250		0		--		53.37		3/12/2016
		312,247		0		--		30.03		3/12/2016
		1,000,000		0		--		57.50		3/15/2020
		182,192		0		--		63.72		12/9/2020
		173,177		0		--		64.79		12/8/2021
		184,825		0		--		70.61		12/6/2022

	Option Awards											Stock Awards
Name (a)		Number of Shares Underlying Unexercised Options (#) Exercisable (b)		Number of Shares Underlying Unexercised Options (#) Unexercisable (c)		Equity Incentive Plan Awards: Number of Securities Unexercised Unearned Options (#) (d)		Option Exercise Price ($) (e)		Option Expiration Date (f)		Number of Shares or Units of Stock that Have Not Vested (#) (g)		Market Value of Shares or Units of Stock That Have Not Vested ($) (h)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or other Rights That Have Not Vested (#) (i)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) (j)
Jeffery D. Ansell		15,000		0		--		70.61		12/6/2022
		15,000		5,000		--		79.70		12/5/2023
		10,000		10,000		--		95.18		12/5/2024
		5,000		15,000		--		109.25		12/4/2025
		0		25,000		--		118.66		12/2/2026
												66,066		7,577,134
																8,926		1,023,752
																6,371		730,690
Jaime A. Ramirez		15,000		0		--		70.61		12/6/2022
		11,250		3,750		--		79.70		12/5/2023
		7,500		7,500		--		95.18		12/5/2024
		3,750		11,250		--		109.25		12/4/2025
		0		15,000		--		118.66		12/2/2026
												42,553		4,880,382
																3,899		447,219
																2,188		250,949
John H. Wyatt		1,912		0		--		69.31		4/17/2017
		2,500		0		--		63.72		12/9/2020
		5,000		0		--		64.79		12/8/2021
		10,000		0		--		70.61		12/6/2022
		7,500		2,500		--		79.70		12/5/2023
		5,000		5,000		--		95.18		12/5/2024
		2,500		7,500		--		109.25		12/4/2025
		0		15,000		--		118.66		12/2/2026
												47,444		5,441,388
																5,074		581,908
																2,753		315,684

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). AllWith the exception of the December 2, 2016 grant to John Lundgren, which will vest in two equal installments on April 30, 2018 and April 30, 2019, all of the option grants identified in column (c) 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 April 30, 2017 is not a condition to vesting of Mr. Lundgren’s grants.

Footnote to column (g)
The awards identified in this column are (i) time vesting RSUs that have not yet vested; (ii) the performance awards for the 2011-20132014 – 2016 performance program, which vested upon distribution in the first quarter of 20142017 based on achievement of performance goals as set forth in the Compensation Discussion and Analysis on page 19;24; (iii) a portion of the performance awards for the 2012-20142015 – 2017 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;period; and (iv) a portion of the performance awards for the 2013-20152016-2018 performance program, which will vest following the end of the performance period, based onperiod.

The number of shares not yet vested attributable to the 2015 – 2017 and 2016 – 2018 performance programs reflect achievement of annual goals included in the $4.98 per share threshold 2013 EPS goal and performance between the 9.7% threshold and 10.7% target 2013 ROCE goal, established for the 2013-2015 performance program. programs as follows:

		EPS Goals Achieved		CFROI Goals Achieved
2015-2017 Performance Award		2015: between target and maximum		2015: between threshold and target
		2016: between target and maximum		2016: maximum
2016-2018 Performance Award		2016: between target and maximum		2016: maximum

The number of time vesting RSUs granted to each executive that had not vested as of December 28, 201331, 2016 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.

Grantee		Grant Date		Vesting Schedule		Number of Units not yet vested
John F. Lundgren		March 15, 2010December 5, 2013				5,358
		December 5, 2014				10,715
		December 4, 2015				14,063
		December 2, 2016		Vests in two equal installments on March 12, 2014April 30, 2018 and			325,000	17,263
				March 12, 2015		April 30, 2019
								December 9, 2010					6,250
		December 8, 2011					12,500
		December 6, 2012					18,750
James M. Loree		December 5, 2013					21,429
Donald Allan, Jr.		March 12, 2010		Vests in two equal installments on March 12, 2014 and			50,000
				March 12, 2015				3,572
		December 9, 20105, 2014					1,667	7,143
		December 8, 20114, 2015						3,334	9,375
		December 6, 20122, 2016					5,001	16,304
Donald Allan, Jr.		December 5, 2013					5,714	1,429
		December 5, 2014				2,857
Jeffery D. Ansell		March 12, 2010December 5, 2014		Vests in two equal installments on March 12, 2014December 5, 2018 and			50,000	30,000
				March 12, 2015		December 5, 2019
		December 9, 2010	4, 2015				1,667	3,750
		December 8, 20112, 2016					3,334	5,435
								December 6, 2012					5,001
Jeffery D. Ansell		December 5, 2013					5,714	1,429
		December 5, 2014				2,857
D. Brett Bontrager		March 12, 2010December 5, 2014		Vests in two equal installments on March 12, 2014December 5, 2018 and			50,000	30,000
				March 12, 2015		December 5, 2019
		December 9, 20104, 2015					1,667
		December 8, 2011					3,334	3,750
		December 6, 2012	2, 2016				5,001	5,435
Jaime A. Ramirez		December 5, 2013					4,286	1,072
		December 5, 2014				2,143
James M. Loree		March 15, 2010December 5, 2014		Vests in two equal installments on March 12, 2014December 5, 2018 and			200,000	10,000
				March 12, 2015		December 5, 2019
		December 9, 20104, 2015					4,167	2,813
		December 8, 20112, 2016					8,334	3,261
		December 6, 20122, 2016		Vests in two equal installments on December 2, 2020 and		10,000
				12,501December 2, 2021
John H. Wyatt		December 5, 2013				715
	14,286	December 5, 2014				1,429
		December 4, 2015				1,875
		October 21, 2016		Vests in full on November 1, 2018		10,000
		December 2, 2016				3,261
		December 2, 2016		Vests in two equal installments on December 2, 2020 and		20,000
				December 2, 2021

Awards under the 2012-20142015 – 2017 and 2013-20152016 – 2018 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. 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 the 2015–2017 and 2016–2018 performance awards (i) at thresholdthat are not included in column (g). Because 2016 EPS and CFROI performance exceeded target established for the 2014 EPS, ROCE and TSR components of the awards2016 fiscal year for the 2012-2014 performance program;2015–2017 and (ii) at threshold2016–2018 awards and because the 2014–2016 TSR exceeded target TSR established for the 2014 EPS2015–2017 and ROCE components, respectively,2016–2018 awards, these figures assume performance at threshold and target for 2015 EPS and ROCE components, respectively, and at threshold for the TSR component of the awards for the 2013-2015 performance program. maximum on all measures as noted below:

		EPS Performance Assumed		CFROI Performance Assumed		TSR Performance Assumed
2015-2017 Performance Award		2017: maximum		2017: maximum		maximum
2016-2018 Performance Award		2017: maximum		2017: maximum		maximum
		2018: maximum		2018: maximum

The awards for the performance periods ending at the end of fiscal years 20142017 and 20152018 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. 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 20132016 Fiscal Year

The following table provides information concerning options exercised and shares vested for each named executive officer during the Company’s 20132016 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)
Name (a)										Number of Shares Acquired on Exercise (#) (b)		Value Realized on Exercise ($) (c)		Number of Shares Acquired on Vesting (#) (d)		Value Realized on Vesting ($) (e)
John F. Lundgren		150,000		12,000,000		165,584		13,237,100		150,000		7,987,500		72,291		7,349,614
James M. Loree										15,850		1,454,862		40,371		4,162,136
Donald Allan, Jr.		20,000		1,586,330		25,190		2,024,857		20,000		1,172,394		14,465		1,506,127
Jeffery D. Ansell		21,250		1,840,945		25,190		2,024,857		5,000		225,575		13,771		1,440,689
D. Brett Bontrager		25,000		1,977,080		24,195		1,945,035
James M. Loree		50,000		4,244,750		80,086		6,405,388
Nolan D. Archibald		573,750		47,228,649		299,993		23,883,943
Jaime A. Ramirez										0		0		8,224		882,095
John H. Wyatt										12,750		707,114		16,211		1,792,796

Footnote to columns (d) and (e)
Shares acquired are time-vesting RSUs;RSUs that vested during 2016 and performance awards for the 2010-20122014 – 2016 performance period that vested upon distribution in February 2013 (excluding Mr. Archibald who was not a participant2016. The totals in that program);columns (d) 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(e) include shares withheld to cover taxes upon vesting.on vesting of restricted stock units and performance awards. The amounts in column (e) were determined by multiplying the number of shares that vested by the closing price of a share of Company common stock on the applicable vesting dates.

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.

Name (a)										Plan Name (b)		Number of Years Credited Service (#) (c)		Present Value of Accumulated Benefit ($) (d)		Payments During Last Fiscal Year ($) (e)
John F. Lundgren										Stanley Black & Decker, Inc.
				Number of		Present Value of		Payments		Supplemental Executive Retirement Program		12.8		15,173,559		0
				Years Credited		Accumulated		During Last
				Service		Benefit		Fiscal Year
Name		Plan Name		(#)		($)		($)
(a)		(b)		(c)		(d)		(e)
John F. Lundgren		The Stanley Works Supplemental
James M. Loree										Stanley Black & Decker, Inc.
		Executive Retirement Program		9.8		8,005,857		0		Supplemental Executive Retirement Program		17.5		11,130,196		0
Donald Allan, Jr.		--		--		--		--		--		--		--		--
Jeffery D. Ansell		--		--		--		--		--		--		--		--
D. Brett Bontrager		--		--		--		--
James M. Loree		The Stanley Works Supplemental
Jaime A. Ramirez										The Black & Decker Pension Plan		4.9		66,186		0
		Executive Retirement Program		14.5		7,160,304		0
										The Black & Decker Supplemental
Nolan D. Archibald		The Black & Decker Pension Plan		23.4		770,859		55,746
										Pension Plan		4.9		74,209		0
John H. Wyatt										--		--		--		--

Footnote to Column (b) of Pension Benefits Table

The Stanley WorksBlack & Decker, Inc. Supplemental Executive Retirement Program
The Stanley WorksBlack & Decker, Inc. 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 beenis closed to new participants. Under the terms of the plan, an eligible employee became a participant in the plan upon the later of his 50^th 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 average 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. The benefit will be reduced by the Core Account benefits payable under the Stanley Black & Decker Retirement Account Plan and the Stanley Black & Decker Supplemental Retirement Account 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 normalMr. Lundgren has elected to receive his benefit in the form of payment undera lump sum. Mr. Loree has elected to receive his benefit in the plan for a married participant isform of 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 planBenefits are fully vested 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 time and in the form elected pursuant to the applicable provisions of his employment agreement.both participants.

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 Stanley Black & Decker Pension Plan (known effectiveprior to January 1, 2013,2012 as the StanleyThe 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 Black & Decker (U.S.) Inc. and its subsidiaries who were employed as of December 31, 2010. All benefit accruals were frozen under Thethe Stanley Black & Decker Pension Plan, effective at the end of 2010. Mr. Archibald commenced receivingRamirez, the only named executive officer who is a participant in this plan, may commence his monthly benefitbenefits under this plan on April 1, 2013.after his separation from service, but no earlier than age 55. Mr. Ramirez is also a participant in The Black & Decker Supplemental Pension Plan, is a nonqualified defined benefit plan that provides benefits for certain executives that would have accrued under Thethe Stanley 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’sRamirez will commence his benefits under The Black & Decker Supplemental Pension Plan and The Black & Decker Supplemental Executive Retirement Plan were distributed onat the later of separation from service or about September 30, 2011.age 55.

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 his age at the laterfiscal year-end, but delayed for six months because Mr. Lundgren is a “specified employee” of his actual age or his normal retirement age set forth in The Stanley Works Supplemental Executive Retirement Program (age 60)the Company, as defined by Section 409A of the Internal Revenue Code (“Code”); (ii) that Mr. Loree will receive benefits in a 100% joint and survivor annuity, based on his written election, at the normal retirement age set forth in Thethe Stanley WorksBlack & Decker Inc. Supplemental Executive Retirement Program (age 60), delayed 5 ½5½ years (age 65, plus(due to a six month delay because Mr. Loree is a specified employee“specified employee” of the Company; sinceCompany, plus an additional five years in accordance with the applicable provisions of the Stanley Black & Decker Inc. Supplemental Executive Retirement Program and Code Section 409A, because Mr. Loree changed his form of payment 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)2013); (iii) that Mr. Archibald commenced receiving a single life annuity underRamirez will receive benefits in the normal form at his normal retirement age set forth in the Stanley Black & Decker Pension Plan (known, prior to January 1, 2013, as The Black & Decker Pension Plan)(age 65) and will receive benefits in a 10 year certain and continuous annuity, based on April 1, 2013 and has received a lump sum on or about September 30, 2011 under Thedefault election, at his normal retirement age set forth in the Black & Decker Supplemental Pension Plan and The Black & Decker Supplemental Executive Retirement Plan based on the terms of each plan;(age 65); (iv) the individual will not die or withdraw funds before retirement; (v) the 2014 PPAadjusted RP-2014 mortality table for annuitants and non-annuitants;future mortality improvement scale, as applicable, and (vi) a discount rate of 4.50% . With respect to4.07% for the Stanley Black & Decker Inc. Supplemental Executive Retirement Program, a discount rate of 3.95% for the Stanley Black & Decker Pension Plan and a discount rate of 3.64% for the Black & Decker Supplemental Pension Plan, as applicable. Mr. Lundgren and Mr. Loree,Lundgren’s planned retirement in 2017 does not impact the accrued benefit in each case has continued to grow;assumptions used for the increaseamounts shown in the present value of the benefit can also be attributed to the passage of time andPension Benefits Table in the case of Mr. Loree, the change in his elected form of payment from a lump sum to a 100 % joint and survivor annuity. With respect to Mr. Archibald his accrued benefit has not changed; the change in present value shown as zero is due to the change in assumptions from last year.2016.

Non-Qualified Defined Contribution and Deferred Compensation Plans

    ParticipantsUnder the terms of the Stanley Black & Decker Supplemental Retirement Account Plan, participants in the Company’s MICP, including its executive officers, may defer receipt of annual incentive 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 Account Plan, a non-qualified defined contribution plan as it applies to named executive officers and certain other employees.

		Executive				Registrant				Aggregate				Aggregate
		Contributions				Contributions				Earnings				Withdrawals/				Aggregate
		in Last FY				in Last FY				in Last FY				Distributions				Balance
Name		($)				($)				($)				($)				at Last FYE ($)
(a)		(b)				(c)				(d)				(e)				(f)
Name (a)																						Executive Contributions in Last FY ($) (b)		Registrant Contributions in Last FY ($) (c)		Aggregate Earnings in Last FY ($) (d)		Aggregate Withdrawals/ Distributions ($) (e)		Aggregate Balance at Last FYE ($) (f)
John F. Lundgren			0				257,625				149,633				0				2,423,619			0		235,566		196,857		0		3,504,010
James M. Loree																						69,475		127,186		165,739		0		4,305,629
Donald Allan, Jr.			31,250				42,683				11,838				0				1,040,917			33,583		64,073		56,349		0		1,554,134
Jeffery D. Ansell			40,542				40,595				243,187				0				1,268,851			46,725		63,606		158,637		0		1,848,696
D. Brett Bontrager			0				26,993				17,029				0				184,296
James M. Loree			81,000				110,447				353,544				0				3,173,507
Nolan D. Archibald			20,731				0				31,629				338,374				0
Jaime A. Ramirez																						0		17,971		8,050		0		114,587
John H. Wyatt																						5,417		67,574		8,837		0		143,438

Footnote to column (a) of Non-Qualified Defined Contribution and Deferred Compensation Plans Table
The Company maintains the Stanley Black & Decker Retirement Account Plan, the Stanley Black & Decker Supplemental Retirement Account Plan, and the Deferred Compensation Plan for Participants in the Company’s Management Incentive Compensation Plan. The Deferred Compensation Plan for Participants in the Company’s Management Incentive Compensation Plan has been closed to new deferrals. Mr. Allan is the only named executive officer with a balance in this plan. Certain employees, including the Company’s executive officers, may now defer bonuses and other compensation pursuant to the Stanley Black & Decker Supplemental Retirement Account Plan.

The compensation that may be deferred by employees and the amounts that may be credited to their accounts under the Stanley Black & Decker Retirement Account Plan are limited due to certain provisions of the Internal Revenue Code and the regulations. The Stanley Black & Decker Supplemental Retirement Account Plan provides executive officers and certain other employees with benefits that cannot be provided under the Stanley Black & Decker Retirement Account Plan.

Effective January 1, 2011, an eligible employee may defer up to 50% of base salary and up to 100% of his or her management incentive bonus each year under the Stanley Black & Decker Supplemental Retirement Account Plan. Matching contributions are made under the Stanley Black & Decker Supplemental Retirement Account Plan equal to 50% of the elective deferral contributions from up to 7% of the portion 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 Plan or an arrangement described in 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 Account plan,Plan, determined on the basis of the formulas in the Stanley Black & Decker Retirement Account Plan for Core allocations, Core Transition Benefit allocations, and additionalAdditional Core Transition Benefit allocations, as applied to compensation in 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 additionalAdditional Core Transition Benefit allocations under the Stanley Black & Decker Supplemental Retirement Account Plan. 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, including any supplemental matching allocations that were made prior to 2011, are vested upon completion of one year of service or, if earlier, upon an active employee’s reaching age 55, becoming disabled, or death. Effective January 1, 2011, all Core allocations credited under the Stanley Black & Decker Supplemental Retirement Account Plan, together with prior supplemental Cornerstone allocations, are vested after three years of service or, if earlier, upon a participant’s reaching age 55, becoming disabled, or death, while employed by the Company.

All of the supplemental accounts that are described above are credited with notional investment earnings or losses, depending upon the investment options selected by the participants, which may be changed on a daily basis by the participants. A participant ordinarily receives a lump sum distribution, or two or five year annual installment payments, based on his or her distribution election of the vested supplemental account balances following termination of employment unless he or she has elected a later distribution date. Upon death, prior to commencing his or her distribution, the vested supplemental account balances are payable in a lump sum or installments, based on the participant’s distribution election, to the designated beneficiary of the participant. However, Mr. Lundgren’s vested accounts will be distributed at the same time and in the same form aselected pursuant to the applicable provisions of his benefit under The Stanley Works Supplemental Executive Retirement Program, andemployment agreement. Mr. Loree’s vested accounts that are credited with funds attributable to his supplemental Cornerstone allocations, his supplemental Core allocations, his supplemental Core Transition Benefit allocations, and his pre-2016 elective deferrals and matching allocations will be distributed at the same time and in the same form as his benefit under Thethe Stanley WorksBlack & Decker, Inc. Supplemental Executive Retirement Program. However, pursuant to a change in election, his vested accounts that are credited with funds attributable to his pre-2016 elective deferral contributions and matching allocations will be distributed in a lump sum upon his separation from service, plus 10 ½ years (on account of the change in election and being a specified employee) or, if earlier, upon his death. Mr. Loree’s vested accounts attributable to elective deferral contributions and matching allocations credited for 2016 will be distributed in five annual installments commencing upon his separation from service, plus six months (because he is a specified employee) or, if earlier, upon his death.

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 Account Plan may 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 may elect to change their investment elections at any time by contacting the Retirement Service Center via telephone or Internet. During the plan year ended December 31, 2013,2016, 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 11.94%8.84%; BlackrockBlackRock Money Market Fund 0.22%0.59%; Fixed Interest Rate Fund 3.13%; Loomis Sayles Core Plus Fixed Income Fund 6.96%; SSgA US Intermediate Government/Credit Bond Index Fund (0.94%)2.07%; EB DL Non SL Aggregate Bond Index Fund (2.26%)2.51%; SSgA US Inflation Protected Bond Index Fund (8.70%)4.59%; EB DL Non SL Stock Index Fund 32.35%11.92%; SSgA U.S. Total Market Index Fund 33.26%12.61%; SSgA US Extended Market Index Fund 37.72%16.07%; SSgA Global Equity ex US Index Fund 14.63;5.22%; Neuberger Berman Genesis Fund 37.23%18.35%; Dodge & Cox International Stock Fund 26.31%8.26%; BlackrockBlackRock LifePath Index Retirement Fund 6.56%6.14%; Blackrock LifePath Index 2015 Fund 7.59%; BlackrockBlackRock LifePath Index 2020 Fund 10.09%6.66%; BlackrockBlackRock LifePath Index 2025 Fund 12.18%7.24%; BlackrockBlackRock LifePath Index 2030 Fund 14.02%7.75%; BlackrockBlackRock LifePath Index 2035 Fund 15.70%8.24%; BlackrockBlackRock LifePath Index 2040 Fund 17.24%8.65%; BlackrockBlackRock LifePath Index 2045 Fund 18.72%8.9%; BlackrockBlackRock LifePath Index 2050 Fund 20.07%8.95%; BlackrockBlackRock LifePath Index 2055 Fund 21.24%8.94%. Mr. Allan’s account under the Deferred Compensation Plan for participants in the Company’s Management Incentive Compensation Plan was credited with earnings at a rate of 2.78%, pursuant to the terms of the Plan. 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 in the Stanley Black & Decker Supplemental Retirement Account Plan pursuant to the terms of that Plan.plan.

Retirement Programs covering Mr. Archibald

Mr. Archibald started to receive a monthly benefit under the Stanley Black & Decker Pension Plan on April 1, 2013 in connection with the termination of his employment with the Company. He received distributions pursuant to The Black & Decker Supplemental Pension Plan and The Black & Decker Supplemental Executive Retirement Plan on or about September 30, 2011 pursuant to distribution elections he made while he was an employee of The Black & Decker Corporation. Mr. Archibald became eligible for coverage under the Stanley Black & Decker Retirement Account 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. Effective 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. Mr. Archibald received a distribution from the Stanley Black & Decker Retirement Account Plan on March 18, 2013, in accordance with his election following termination of his employment with the Company. In addition, as a result of the termination of his employment with the Company, Mr. Archibald received a distribution from the Stanley Black & Decker Supplemental Retirement Account Plan on October 15, 2013 in accordance with the terms of that plan.

Executive Officer Agreements

Retirement Agreement with John F. Lundgren

On July 21, 2016, the Company entered into an Executive Retirement Agreement (the “Retirement Agreement”) with John F. Lundgren. Pursuant to the terms of the Retirement Agreement, Mr. Lundgren resigned as Chief Executive Officer of the Company effective July 31, 2016, but continued to serve as Chairman of the Board through December 31, 2016, and will continue to be employed by the Company through April 30, 2017, (the “Retirement Date”) as a Special Advisor.

Pursuant to the Retirement Agreement, Mr. Lundgren will continue to receive his base salary at an annualized rate of $1,400,000 through the Retirement Date; will be paid his 2016 annual bonus in accordance with the Company’s Management Incentive Compensation Plan; will receive a pro-rated award pursuant to the Company’s Management Incentive Compensation Plan for the 2017 fiscal year, with a target bonus equal to his 2016 target bonus, that will be paid in 2018 if the established performance goals are achieved; and received grants of 70,231 stock options and 17,263 restricted stock units (the “FY2016 Grants”) that vest in two equal installments on the first two anniversaries of the Retirement Date, provided that Mr. Lundgren remains in the Company’s employ until the Retirement Date and complies with a noncompetition and nondisparagement covenant until April 30, 2019.

Upon his Retirement on the Retirement Date, Mr. Lundgren will be entitled to continued medical, dental, vision and prescription drug coverage for 24 months following the Retirement Date and certain other benefits, including continued life insurance coverage, title to the company provided automobile used by Mr. Lundgren immediately prior to the Retirement Date, and continued payment of certain fees related to Mr. Lundgren’s continued service as Chair or Vice Chair of the Board of Directors of the National Association of Manufacturers. In addition, for a period of three years following his April 30, 2017 retirement date, the Company will provide executive office space and administrative support.

In the event that Mr. Lundgren’s employment is terminated by the Company without Cause (defined in the Retirement Agreement to include willful and continued failure to substantially perform duties) or by Mr. Lundgren for Good Reason (defined in the Retirement Agreement to include a material adverse alteration by the Company of the nature or status of Mr. Lundgren’s responsibilities and removal of Mr. Lundgren as Chairman of the Board prior to December 31, 2016) prior to the Retirement Date, Mr. Lundgren will be eligible to receive certain severance payments and benefits, subject to his executing a release of claims in favor of the Company and, in certain cases, subject to his compliance with the noncompetition and nondisparagement covenant through the Retirement Date. These severance payments and benefits generally consist of compensation Mr. Lundgren would have received if he had remained employed through the Retirement Date. Under the Retirement Agreement, the Company is also subject to a nondisparagement covenant pursuant to which the Company (and its directors, executive officers and designated spokespersons) cannot make disparaging statements concerning Mr. Lundgren. The restrictive covenants under the Retirement Agreement are in effect for a period of up to two years after the Retirement Date. See the“Termination Provisions Summary” table on page 44, and the footnotes thereto, for information regarding payments that would have become payable to Mr. Lundgren if his employment had been terminated effective December 31, 2016.

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

In February 2004,connection with Mr. Loree’s appointment as Chief Executive Officer, effective August 1, 2016, the Company and Mr. Loree entered into a Letter Agreement, dated July 21, 2016 (“Letter”). Under the Letter, Mr. Loree will be employed as the Company’s Chief Executive Officer on an “at will” basis and his employment may be terminated at any time for any reason. Mr. Loree continues to serve as President of the Company and has become a member of the Board.

Pursuant to the Letter, Mr. Loree will receive an annual base salary of $1,200,000; an annual cash bonus under the Company’s Management Incentive Compensation Plan or a successor thereto (“MICP”), with a target bonus opportunity (i) for the Company’s 2016 fiscal year equal to 100% of his annual base salary in effect on January 1, 2016, (ii) for the Company’s 2017 fiscal year equal to 150% of his annual base salary in effect on January 1, 2017 and (iii) for fiscal years after 2017 as determined by the Board; annual grants of equity awards in forms and amounts to be determined annually by the Board, with (i) a grant in December 2016 of stock options and restricted stock units with a grant date value (determined for financial reporting purposes) ranging from approximately $3.7 million to approximately $4.0 million, (ii) equity awards with respect to fiscal year 2017 that are expected to have a target aggregate grant date value (determined for financial reporting purposes) of approximately $8 million and (iii) at least 50% of the grant date value of awards granted each year beginning in 2017 consisting of performance share units and the balance consisting of a mix of stock options and restricted stock units or other instruments determined by the Board in its sole discretion from time to time; employee benefits and perquisites provided to other senior executives of the Company pursuant to the Company’s compensation and benefit plans and arrangements, which may be amended from time to time; continued participation in the Company’s Supplemental Executive Retirement Plan, as may be amended from time to time; and four weeks of paid time off per year.

Pursuant to the Letter, on August 1, 2016, Mr. Loree received a one-time promotion grant of 129,199 stock options that vest in four equal annual installments on the first four anniversaries of the grant date.

In the event that Mr. Loree’s employment is terminated by the Company without Cause (defined in the Letter to include willful and continued failure to substantially perform duties) or by Mr. Loree for Good Reason (defined in the Letter to include a material adverse alteration by the Company of the nature or status of Mr. Loree’s responsibilities and Mr. Loree’s removal from the Board), Mr. Loree will be eligible to receive certain severance payments and benefits, subject to his executing a release of claims in favor of the Company and complying with certain restrictive covenants (including a two-year post-termination non-competition covenant, employee non-solicitation covenant and customer non-solicitation covenant, as well as a confidentiality covenant of indefinite duration) which will be applicable regardless of the reason for Mr. Loree’s termination of employment. Such severance payments and benefits will consist of (A) a lump sum cash severance payment equal to two times the sum of (i) his base salary at termination and (ii) his target annual cash bonus for the year of termination and (B) continued coverage under the Company’s medical, dental, life, vision and prescription drug plans for up to 24 months after termination of employment. Under the Letter, Mr. Loree will be deemed to have given notice to the Board, on the date he attains age 65, that he intends to retire from all positions with the Company and its subsidiaries on the 30th day thereafter (the “Loree Retirement Date”) and such notice shall automatically become effective on the Loree Retirement Date (unless, in the case of Mr. Loree’s service on the Board, Mr. Loree and the Board mutually agree that Mr. Loree will continue to serve on the Board). See the“Termination Provisions Summary” table on page 45, and the footnotes thereto, for information regarding payments that would have become payable to Mr. Loree if his employment had been terminated effective December 31, 2016.

Agreement with John H. Wyatt, President, Stanley Engineered Fastening

On December 22, 2014, the Company offered John H. Wyatt, a citizen of the United Kingdom who was then on assignment with a Belgian subsidiary of the Company serving as the Company’s President, CDIY Europe, a promotion to President, Sales & Marketing, Global Tools & Storage. As a condition to receiving the promotion, Mr. Wyatt was required to relocate to Towson, Maryland. Consistent with European practice, Mr. Wyatt had 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 employmentBelgian subsidiary; that agreement was amended and restated primarily to comply with rules under Section 409A ofreplaced by the Code, 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 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. 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 the Company and (ii) that he has assumed the additional role and responsibilities of Chairman of the Board of the Company.

As providedterms set forth in the amended agreement in connection with the Merger, on March 15, 2010 Mr. Lundgren received a special grantDecember 22, 2014 offer of 325,000 RSUs that vest in two equal installments on March 12, 2014 and March 12, 2015employment (the “Merger RSUs”“Offer Letter”). 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 effective December 30, 2014.

Under the terms of his agreement,the Offer Letter, Mr. LundgrenWyatt’s base salary has been set at $540,000 per year. Mr. Wyatt 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. See the “Termination Provisions Summary” table on page 38, and the footnotes thereto, for information regarding payments which would have become payable to Mr. Lundgren if his employment had terminated effective December 28, 2013.

Agreement with James M. Loree, 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 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%100% 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%50% of his annual base salary and a maximum potential annual performance award equal to 400%100% of his annual base salary, and (b) annual equity awards as determined by the Compensation & Organization Committee. Mr. Wyatt

also received two special grants totaling 20,000 RSUs. The first of options to purchase 100,000 shares of Company common stock.these grants was awarded on February 17, 2015 and vested on November 1, 2016. The second grant was awarded on October 16, 2016, and will vest in full on November 1, 2018. Mr. LoreeWyatt also is entitledeligible to participate in all employee benefit plans as are generally made available to the Company’s senior officers.

UnderMr. Wyatt also receives certain benefits tied to his employment agreement, ifrelocation from Europe to the United States. These benefits include: an annual housing stipend of $120,000; a travel benefit capped at $18,000; reimbursement of incremental cost increases in tuition and boarding for Mr. Loree’s employment is terminatedWyatt’s minor daughter’s education, until her graduation from high school; and “non-pensionable” compensation of $3,713 per month. These benefits will cease on December 31, 2017. Mr. Wyatt also received a one-time relocation allowance of $10,000 to defray incidental expenses not otherwise covered 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 salaryCompany’s relocation policy, 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 (vi) Mr. Loree will be subjectreimbursed, pursuant to a twenty-four month non-competition and non-solicitation covenant.

As a conditionthe Company’s relocation policy, for costs to receiving the payments described above, Mr. Loree is requiredmove back to execute a general release of claims. In addition,Europe upon termination of his employment other than a termination for cause by the Company or Mr. Wyatt’s voluntary resignation. Finally, the Company will providepay for preparation of Mr. Loree with access to retiree medical coverage, at his cost, onWyatt’s personal income tax filings in the same termsUnited States and conditions as are generally madeother jurisdictions for the shorter of the lapse of equity instruments granted while in Europe or the duration of Mr. Wyatt’s employment. This benefit is offset against the $5,000 financial and estate planning benefit that would otherwise be available to other retireesan officer at Mr. Wyatt’s level.

On January 20, 2016, Mr. Wyatt was promoted to President 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 42, and the footnotes thereto, for information regarding payments which would have become payable to Mr. Loree if his employment had terminated effective December 28, 2013.

Agreement with Nolan D. Archibald, Former Executive Chairman

On November 2, 2009, inCompany’s Engineered Fastening business. In connection with the Merger,promotion, Mr. Wyatt’s target MICP bonus for the Company entered into an agreement with Nolan D. Archibald, who2016 fiscal year was then the Chairman, President and Chief Executive Officer of Black & Decker. Under the termsequal to 70% of his agreement, which became effective on March 12, 2010, Mr. Archibald served as a member and Executive Chairman of the Company’s Board of Directors and as an employee of the Company until March 12, 2013 when he retiredbase salary and his employment agreement expired. See the “Termination Provisions Summary” table on page 43, and the footnotes thereto, for information regarding payments which became payablemaximum bonus is equal to Mr. Archibald as a result140% of his retirement in March 2013.base salary, and his target opportunity under the Long-Term Performance Award program for performance periods beginning with the 2016 fiscal year will be 70% of his base salary with a maximum payout of 140% of base salary.

Termination and Change in Control Provisions

TheProvisions under 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 Code, 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 , whose severance would be governed by the terms of their agreements as described above.Incentive Plans

The Company’s MICP, its 2001 and 2009 Long-Term Incentive Plans (the “2001 LTIP,”LTIP” and the “2009 LTIP,” 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, Loree, Allan, Ansell, BontragerRamirez and Loree,Wyatt, 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 change in control 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 thirdstwo-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 outstandingthen-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.

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 RSUs 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.

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, assuming achievement at target and all restrictions applicable to restricted stock and RSUs will immediately lapse.

Change in Control Agreements with Named Executive Officers

The Company initially entered into a Change in Control Agreement with Mr. Lundgren when he commenced employment on March 1, 2004, and with Mr. Loree on May 9, 2003.2003, and with Mr. Ansell on October 13, 2006. 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 Code. The changes reflected in the 2008 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 andAnsell are on file as exhibits to the Company’s Annual Report on Form 10-K for the year ended January 3, 2009.

TheseIn 2012, the Company adopted a new form of Change in Control Agreement that does not include a tax gross up provision. On August 1, 2013, the Company entered into a Change in Control Agreement with Mr. Ramirez and on February 17, 2016, the Company entered into a Change in Control Agreement with Mr. Wyatt using the new form of agreement. The Form of Change in Control Agreement executed with Mr. Ramirez and Mr. Wyatt is on file as exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 29, 2012.

On July 22, 2016, in connection with Mr. Lundgren’s retirement as CEO and Mr. Loree’s promotion to CEO, the Company entered into Second Amended and Restated Change in Control Agreements with Mr. Lundgren and Mr. Loree. Like the agreements with Mr. Ramirez and Mr. Wyatt, these agreements do not include a tax gross up provision. The Change in Control Agreements executed by Mr. Lundgren and Mr. Loree are on file as exhibits 10.4 and 10.2, respectively, to the Company’s Current Report on Form 8-K dated July 21, 2016.

The Change in Control agreements with Messrs. Allan, Ansell, Ramirez and Wyatt 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,The Change in Control agreement with Mr. Loree provides for a one year term, subject to recurring one year extensions unless 90 days’ advance notice is given not to extend the term. Further, 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. The Change in Control Agreement with Mr. Lundgren expires on April 30, 2017. 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 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 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 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 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.

	(i)		a lump sum cash payment equal to 3 times (for Messrs. Lundgren and Loree) and 2.5 times (for Messrs. Allan, Ansell, Ramirez and Wyatt) annual base salary;
	(ii)		a cash payment equal to 3 times (for Messrs. Lundgren and Loree) and 2.5 times (for Messrs. Allan, Ansell, Ramirez and Wyatt) average annual bonus over the 3 years prior to termination;
	(iii)		continuation of certain health and welfare benefits and perquisites for 3 years (for Messrs. Lundgren and Loree) and 2.5 years (for Messrs. Allan, Ansell, Ramirez and Wyatt) (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 of service credit for retirement pension accrual purposes under any defined benefit or defined contribution plans maintained by the Company (for Messrs. Lundgren and Loree) and 2.5 years of service credit for retirement pension accrual purposes under any defined contribution plans maintained by the Company (for Messrs. Allan, Ansell, Ramirez and Wyatt); and
	(v)		outplacement services (with the cost to the Company capped at $50,000). Messrs. Allan and Ansell 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. In accordance with the determination that excise tax gross ups would not be included in any change in control arrangements entered into after 2010, this provision was not included in the agreements with Mr. Ramirez and Mr. Wyatt, which were executed in 2013 and 2016 respectively, or in the amended and restated agreements with Mr. Loree and Mr. Lundgren, which were executed in 2016.

Set forth on pages 38-4344-49 are tables setting forth the dollar amounts that would have been payable at December 28, 201331, 2016 under the various termination scenarios applicable for each named executive officer (other than Mr. Archibald).officer. The figures set forth in the tables assume a stock price of $91.60, the highest reported sale price of a share of Company stock in the sixty (60) days preceding December 28, 2013, in calculating amounts payable in respect of RSUs and performance awards following a Change in Control, and $81.01,$114.69, the closing price of Company common stock on December 27, 2013,30, 2016, which was the last businesstrading day of the Company’s 20132016 fiscal year, in calculating all other amounts payable in respect of equity awards. Theawards.The Company’s 20132016 fiscal year ended on 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.31, 2016.

TERMINATION PROVISIONS SUMMARY
John F. Lundgren

						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		Voluntary Resignation		Involuntary For Cause		Involuntary w/out Cause or Voluntary for Good Reason (no CIC)		Involuntary w/out Cause upon CIC		Disability		Death (Pre-retirement)		Retirement
Severance		0		0		6,500,000		11,457,075		0		0		0		0		0		466,667		14,556,150		0		0		0
Pro-rata bonus for year
Pro rata bonus for year
of termination		0		0		1,950,000		1,950,000		1,950,000		1,950,000		0		3,894,075		0		4,594,075		2,100,000		2,100,000		2,100,000		3,894,075
SERP/Retirement Plan		8,005,857		8,005,857		8,005,857		9,832,323		8,005,857		8,005,857		8,005,857		0		0		0		1,370,746		0		0		0
Supplemental Retirement
Account contributions		0		0		0		1,196,250		0		0		0		0		0		0		1,173,979		0		0		0
Executive benefits &
perquisites		0		0		0		176,154		0		0		0		0		0		412,667		412,667		0		0		0
Post-termination
life insurance		115,700		115,700		118,604		120,056		115,700		0		115,700		106,080		106,080		109,392		111,048		106,080		0		106,080
Post-termination health &
welfare		0		0		31,655		47,482		0		0		0		0		0		11,330		51,817		0		0		0
Outplacement		0		0		0		50,000		0		0		0		0		0		0		50,000		0		0		0
280G tax gross-up		0		0		0		12,054,505		0		0		0		0		0		0		0		0		0		0
Vesting of stock options		0		0		0		1,615,969		1,615,969		1,615,969		0		1,693,969		0		1,693,969		1,693,969		1,693,969		1,693,969		1,693,969
Vesting of restricted
stock units		26,328,250		0		26,328,250		35,167,896		31,102,088		31,102,088		26,328,250		3,456,298		0		5,436,191		5,436,191		5,436,191		5,436,191		3,456,298
Vesting of performance
shares		0		0		0		9,103,925		5,561,454		5,561,454		0		15,204,356		0		15,204,356		15,223,148		15,204,356		15,204,356		15,204,356
Total		34,449,807		8,121,557		42,934,366		82,771,635		48,351,068		48,235,368		34,449,807		24,354,778		106,080		27,928,647		42,179,715		24,540,596		24,434,516		24,354,778

TERMINATION PROVISIONS SUMMARY
James M. Loree

		Voluntary Resignation		Involuntary For Cause		Involuntary w/out Cause or Voluntary for Good Reason (no CIC)		Involuntary w/out Cause upon CIC		Disability		Death (Pre-retirement)		Retirement
Severance		0		0		4,800,000		7,857,540		0		0		0
Pro rata bonus for year
of termination		1,615,320		0		1,615,320		1,200,000		1,615,320		1,615,320		1,615,320
SERP/Retirement Plan		537,264		537,264		537,264		1,546,967		537,264		4,998,527		537,264
Supplemental Retirement
Account contributions		0		0		0		594,279		0		0		0
Executive benefits &
perquisites		0		0		0		117,000		0		0		0
Post-termination
life insurance		207,036		207,036		210,348		212,004		207,036		0		207,036
Post-termination health &
welfare		0		0		31,068		46,602		0		0		0
Outplacement		0		0		0		50,000		0		0		0
280G tax gross-up		0		0		0		0		0		0		0
Vesting of stock options		1,129,312		0		1,129,312		1,129,312		1,129,312		1,129,312		1,129,312
Vesting of restricted
stock units		4,174,028		0		4,174,028		4,174,028		4,174,028		4,174,028		4,174,028
Vesting of performance
shares		7,591,729		0		7,591,729		7,809,701		7,591,729		7,591,729		7,591,729
Total		15,254,689		744,300		20,089,069		24,737,433		15,254,689		19,508,916		15,254,689

TERMINATION PROVISIONS SUMMARY
Donald Allan, Jr.

						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		Voluntary Resignation		Involuntary For Cause		Involuntary w/out Cause or Voluntary for Good Reason (no CIC)		Involuntary w/out Cause upon CIC		Disability		Death (Pre-retirement)		Retirement
Severance		0		0		625,000		3,091,142		0		0		0		0		0		695,000		4,505,367		0		0		0
Pro-rata bonus for year
Pro rata bonus for year
of termination		0		0		553,750		625,000		553,750		553,750		0		0		0		1,259,565		695,000		1,259,565		1,259,565		0
SERP/Retirement Plan		0		0		0		0		0		0		0		0		0		0		0		0		0		0
Supplemental Retirement
Account contributions		0		0		0		239,080		0		0		0		0		0		0		284,024		0		0		0
Executive benefits &
perquisites		0		0		0		80,000		0		0		0		0		0		0		92,500		0		0		0
Post-termination
life insurance		0		0		13,205		33,013		0		0		0		0		0		14,715		36,788		0		0		0
Post-termination health &
welfare		0		0		9,745		41,131		0		0		0		0		0		12,302		43,682		0		0		0
Outplacement		0		0		0		50,000		0		0		0		0		0		0		50,000		0		0		0
280G tax gross-up		0		0		0		2,669,506		0		0		0		0		0		0		0		0		0		0
Vesting of stock options		0		0		0		430,925		430,925		430,925		0		0		0		0		451,725		451,725		451,725		0
Vesting of restricted
stock units		0		0		0		6,019,586		5,323,653		5,323,653		0		0		0		0		4,985,689		4,985,689		4,985,689		0
Vesting of performance
shares		0		0		0		1,071,794		649,414		649,414		0		0		0		0		2,418,927		2,772,003		2,772,003		0
Total		0		0		1,201,700		14,351,177		6,957,742		6,957,742		0		0		0		1,981,582		13,563,702		9,468,982		9,468,982		0

TERMINATION PROVISIONS SUMMARY
Jeffery D. Ansell

						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		Voluntary Resignation		Involuntary For Cause		Involuntary w/out Cause or Voluntary for Good Reason (no CIC)		Involuntary w/out Cause upon CIC		Disability		Death (Pre-retirement)		Retirement
Severance		0		0		625,000		2,947,604		0		0		0		0		0		695,000		4,558,596		0		0		0
Pro-rata bonus for year
Pro rata bonus for year
of termination		0		0		576,725		625,000		576,725		576,725		0		0		0		1,304,065		695,000		1,304,065		1,304,065		0
SERP/Retirement Plan		0		0		0		0		0		0		0		0		0		0		0		0		0		0
Supplemental Retirement
Account contributions		0		0		0		230,913		0		0		0		0		0		0		284,922		0		0		0
Executive benefits &
perquisites		0		0		0		76,875		0		0		0		0		0		0		92,500		0		0		0
Post-termination
life insurance		0		0		8,806		22,016		0		0		0		0		0		10,495		26,236		0		0		0
Post-termination health &
welfare		0		0		15,860		55,868		0		0		0		0		0		15,814		49,438		0		0		0
Outplacement		0		0		0		50,000		0		0		0		0		0		0		50,000		0		0		0
280G tax gross-up		0		0		0		0		0		0		0		0		0		0		0		0		0		0
Vesting of stock options		0		0		0		430,925		430,925		430,925		0		0		0		0		451,725		451,725		451,725		0
Vesting of restricted
stock units		0		0		0		6,019,586		5,323,653		5,323,653		0		0		0		0		4,985,689		4,985,689		4,985,689		0
Vesting of performance
shares		0		0		0		1,021,896		623,800		623,800		0		0		0		0		2,431,199		2,781,512		2,781,512		0
Total		0		0		1,226,391		11,480,683		6,955,103		6,955,103		0		0		0		2,025,374		13,625,305		9,522,991		9,522,991		0

TERMINATION PROVISIONS SUMMARY
D. Brett BontragerJaime A. Ramirez

						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		Voluntary Resignation		Involuntary For Cause		Involuntary w/out Cause or Voluntary for Good Reason (no CIC)		Involuntary w/out Cause upon CIC		Disability		Death (Pre-retirement)		Retirement
Severance		0		0		525,000		2,250,871		0		0		0		0		0		435,000		1,948,284		0		0		0
Pro-rata bonus for year
Pro rata bonus for year
of termination		0		0		265,125		525,000		265,125		265,125		0		0		0		535,101		304,500		535,101		535,101		0
SERP/Retirement Plan		0		0		0		0		0		0		0		0		0		0		0		0		0		0
Supplemental Retirement
Account contributions		0		0		0		169,904		0		0		0		0		0		0		132,187		0		0		0
Executive benefits &
perquisites		0		0		0		92,500		0		0		0		0		0		0		92,500		0		0		0
Post-termination
life insurance		0		0		25,510		63,776		0		0		0		0		0		6,369		15,922		0		0		0
Post-termination health &
welfare		0		0		15,260		58,778		0		0		0		0		0		15,814		51,216		0		0		0
Outplacement		0		0		0		50,000		0		0		0		0		0		0		50,000		0		0		0
280G tax gross-up		0		0		0		0		0		0		0		0		0		0		0		0		0		0
Vesting of stock options		0		0		0		424,375		424,375		424,375		0		0		0		0		338,794		338,794		338,794		0
Vesting of restricted
stock units		0		0		0		5,888,781		5,207,971		5,207,971		0		0		0		0		3,359,155		3,359,155		3,359,155		0
Vesting of performance
shares		0		0		0		946,778		580,212		580,212		0		0		0		0		1,079,921		1,605,800		1,605,800		0
Total		0		0		830,895		10,470,763		6,477,683		6,477,683		0		0		0		992,284		7,372,479		5,838,850		5,838,850		0

TERMINATION PROVISIONS SUMMARY
James M. LoreeJohn H. Wyatt

						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		3,240,000		5,516,610		0		0		0
Pro-rata bonus for year
of termination		0		0		810,000		810,000		810,000		810,000		0
SERP/Retirement Plan		5,217,183		5,217,183		5,217,183		6,472,718		5,217,183		5,217,183		5,217,183
Supplemental Retirement
Account contributions		0		0		0		586,476		0		0		0
Executive benefits &
perquisites		0		0		0		149,359		0		0		0
Post-termination
life insurance		108,500		108,500		111,404		112,856		108,500		0		108,500
Post-termination health &
welfare		0		0		48,647		72,971		0		0		0
Outplacement		0		0		0		50,000		0		0		0
280G tax gross-up		0		0		0		6,600,010		0		0		0
Vesting of stock options		0		0		0		1,077,313		1,077,313		1,077,313		0
Vesting of restricted
stock units		0		0		16,202,000		21,918,781		19,384,721		19,384,721		0
Vesting of performance
shares		0		0		0		4,638,360		2,823,664		2,823,664		0
Total		5,325,683		5,325,683		25,629,234		48,005,454		29,421,381		29,312,881		5,325,683

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
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

		Voluntary Resignation		Involuntary For Cause		Involuntary w/out Cause or Voluntary for Good Reason (no CIC)		Involuntary w/out Cause upon CIC		Disability		Death (Pre-retirement)		Retirement
Severance		0		0		560,000		2,399,126		0		0		0
Pro rata bonus for year
of termination		315,181		0		315,181		392,000		315,181		315,181		315,181
SERP/Retirement Plan		0		0		0		0		0		0		0
Supplemental Retirement
Account contributions		0		0		0		227,206		0		0		0
Executive benefits &
perquisites		0		0		0		92,500		0		0		0
Post-termination
life insurance		148,046		148,046		149,387		151,399		148,046		0		148,046
Post-termination health &
welfare		0		0		13,762		51,632		0		0		0
Outplacement		0		0		0		50,000		0		0		0
Relocation		0		0		175,800		175,800		175,800		175,800		175,800
280G tax gross-up		0		0		0		0		0		0		0
Vesting of stock options		225,862		0		225,862		225,862		225,862		225,862		225,862
Vesting of restricted
stock units		4,275,643		0		4,275,643		4,275,643		4,275,643		4,275,643		4,275,643
Vesting of performance
shares		1,257,186		0		1,257,186		1,143,918		1,257,186		1,257,186		1,257,186
Total		6,221,918		148,046		6,972,821		9,185,086		6,397,718		6,249,672		6,397,718

Footnotes to Termination Provision Summary Tables

The Company’s 20132012 MICP, which applied to the awards that were outstanding at fiscal year end, providedyear-end, provides that, upon an occurrence ofif awards are assumed or replaced on a changeChange in control,Control and a qualifying termination occurs, payments will be made on a pro rata basis assuming performance at target, as discussed above. The Company’s MICP providestarget. For purposes of these tables, the Company has assumed that inthis scenario applies.

For 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 to Mr. Lundgren, and the amount that would be payable at age 60 to Mr. Loree, see column (d) of the “Pension Benefits Table” on page 38. The amount reported in the “Termination Provision Summary Table” for Messrs. Lundgren and Loree isrepresents the net amountincremental value that would have been payable after giving effect toin the offsetevent of certain amounts payablea termination at year end pursuant to the Supplemental terms of the SERP/Retirement Account Plan.Plan and the Change in Control Severance Agreements in each scenario.

Benefits that Messrs. Lundgren and Loree 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 on pages 34- 3640-41 under the heading “Executive Officer Agreements.Agreements.” Under the terms of his employment agreement, the Merger RSUs grantedbonus payment to Mr. Lundgren will become immediately and fully vested in the event of his retirement whicha termination that was defined,involuntary without cause or voluntary for this purpose, asgood reason would be based on actual performance for 2016 and the first four months of 2017; the disclosures in the table assume target performance would be achieved for 2017. Mr. Lundgren’s agreement also provides for payment of a pro rata bonus at target within 30 days following a termination of his employment for any reason following completion of the Merger.due to death or disability. 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. This provision does not apply to the grants Mr. Lundgren received in December 2016 or to certain retention awards.

Under the terms of the Change in Control Severance Agreements between the Company and Messrs. Lundgren, Loree, Allan, Ansell, BontragerRamirez and Loree,Wyatt in effect at fiscal year-end, these executives would be entitled to life, health and accident insurance coverage for a period of 3 years (for Mr. Loree,), and life, disability, health and accident insurance coverage for a period of 3 years (for Messrs. Lundgren and Loree)Mr. Lundgren) or 2.5 years (for Messrs. Allan, Ansell, Ramirez and Bontrager)Wyatt) 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 20132016 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. Perquisites Mr. Lundgren will be entitled to receive following his retirement or in certain other termination scenarios are described on page 40. The relocation benefit for Mr. Wyatt reflects the Company’s best estimate of costs to relocate Mr. Wyatt and his family to the U.K. in certain termination scenarios, as provided in his Employment Agreement.

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. The value included in the calculations for performance awards for the 2011-20132014 – 2016 performance awardsperiod equals the amount distributed pursuant to these awards in February 2014.2017. The value included for awards for the 2015 ��� 2017 and 2016 – 2018 performance periods reflect the following: Performance in 20132015 was belowbetween the target and maximum EPS goals and between the threshold for the EPS and ROCEtarget CFROI goals established for 2013 for2015 under the 2012-20142015 – 2017 performance program andprogram. Performance in 2016 was between threshold and target EPS goal and maximum ROCE goalEPS goals and at maximum CFROI goals established for 20132016 under both the 2013-20152015-2017 and 2016-2018 performance program.programs. The calculations with respect to distributions upon retirement, death or disability for the 2012-20142015 – 2017 and 2013-20152016 – 2018 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 December 28, 2013,31, 2016, as well as a pro-rata bonusportion based on performance at target for the TSR component of the 2012-20142015 – 2017 and 2013-20152016 – 2018 programs.

Director CompensationITEM 2—APPROVE 2017 MANAGEMENT INCENTIVE COMPENSATION PLAN

The Corporate Governance Committee is responsible for recommending compensation programs for our non-employee directors to ourStanley Black & Decker, Inc. 2017 Management Incentive Compensation Plan (the “Plan”) was adopted by Stanley’s Board of Directors. Accordingly, the ChairmanDirectors on February 15, 2017, subject to shareholder approval. The Company is seeking shareholder approval of the Corporate Governance Committee annually collects market data regarding directornew Plan in order to qualify for the performance-based exclusion from the deduction limitations under Section 162(m) of the Internal Revenue Code (“Section 162(m)”) for bonus compensation payable under the Plan. Pursuant to Section 162(m), shareholder approval must be obtained every five years in order for compensation to qualify as performance-based compensation. The new Plan is based on, and reviewsis substantially identical to, the 2012 Plan.

The purpose of seeking shareholder approval of the Plan is to give the Company the ability to grant awards that data withqualify for the Corporate Governance Committee. The Corporate Governance Committee then considers whether,performance-based exclusion from the deduction limitations under Section 162(m) of the Internal Revenue Code (“Section 162(m)”) for bonus compensation payable under the Plan.

Section 162(m) generally does not allow a publicly held company to obtain tax deductions for compensation of more than $1 million paid in lightany year to its chief executive officer or to any of that data, any changes inits other three most highly compensated executive officers (other than the amountchief financial officer). However, compensation payable solely on account of the attainment of one or manner inmore performance goals is not subject to the deduction limitation if: (i) the performance goals are objective, pre-established and determined by a committee comprised solely of two or more outside directors; (ii) the material terms of the performance goals under which the Company compensates its independent directorscompensation is appropriate, and provides its recommendationto be paid are disclosed to the full Board. shareholders and approved by a majority vote; and (iii) the committee comprised solely of two or more outside directors certifies that the performance goals and other material terms were in fact satisfied before the compensation is paid.

The Board believes that adoption of the Plan is necessary to meet the Company’s executiveobjectives of securing, motivating and retaining officers do not determine or recommendand other employees of the amount or form of director compensationCompany and the Corporate Governance Committee has not delegated its responsibility to recommend director compensation. See the discussion on page 7 under the heading “Director Compensation” for asubsidiaries. The following description of the compensation providedmaterial features of the Plan is qualified in its entirety by reference to the non-employee directorsterms of the Company.Plan, a copy of which is attached to this Proxy Statement as Exhibit A.

										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)
George W. Buckley		125,000		125,000		0		0		0		5,000		255,000
Patrick D. Campbell		143,750		125,000		0		0		0		326		269,076
Carlos M. Cardoso		125,000		125,000		0		0		0		0		250,000
Robert B. Coutts		140,000		125,000		0		0		0		3,022		268,022
Debra A. Crew		0		0		0		0		0		0		0
Benjamin H. Griswold, IV		145,000		125,000		0		0		0		0		270,000
Anthony Luiso		142,247		125,000		0		0		0		0		267,247
Marianne M. Parrs		125,000		125,000		0		0		0		4,987		254,987
Robert L. Ryan		140,000		125,000		0		0		0		1,167		266,167

FootnoteDescription of the Principal Features of the Plan

Purposes. The purposes of the Plan are to Column (c)reinforce corporate, organizational and business-development goals, to promote the achievement of Directoryear-to-year financial and other business objectives, and to reward the performance of eligible employees in fulfilling their individual responsibilities. An additional purpose of the Plan is to serve as a qualified performance-based compensation program under Section 162(m) in order to preserve the Company’s tax deduction for compensation paid under the Plan to “covered employees” as that term is defined in Section 162(m).

Administration. The Plan will be administered by the Compensation Table:
and Organization Committee of the Board (the “Committee”), which will consist solely of two or more “outside directors” within the meaning of Section 162(m).

The amount set forthEligibility. At or prior to the time that performance objectives for a performance period are established, the Committee will designate which employees will participate in column (c) reflects the grant date fair value of 1,628 restricted share-based grants, which mustPlan for such performance period (the “Participants”). In general, Participants are employees with managerial responsibilities and include the Company’s Executive Officers and other Senior Managers. In determining the persons to whom awards may be settled in cash, with dividend equivalent rights that were granted and the performance goals relating to each directoraward, the Committee will take into account factors the Committee determines to be relevant in connection with accomplishing the purposes of the Plan. A bonus award that would otherwise be payable to a Participant who is not employed by the Company on April 16, 2013.the last day of a performance period may be prorated at the discretion of the Committee. As of the date of this Proxy Statement, approximately 800 employees are expected to be eligible for participation in the Plan in 2017, as follows:

Executive Officers	15
Other Eligible Employees	785

Performance Goals. The dollar amount associatedperformance period with all outstanding restricted stock unit awards recognized for financial statement reporting purposesrespect to which bonuses will be calculated and paid under the Plan will generally be the Company’s fiscal year but the Committee will have the discretion to designate different performance periods. Within 90 days of the beginning of the performance period and in no event after more than 25% of the performance period has lapsed, the Committee will establish in writing, one or more performance goals, specific target objectives for the fiscal year ended December 28, 2013 in accordance with FASB Codification Topic 718—Stock Compensation was $1,100,000. See footnote Jperformance goals, and an objective formula or method for computing the amount of bonus compensation awardable to each Participant if 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.performance goals are attained.

The performance goals will be based on one or more of the following criteria, determined in accordance with generally accepted accounting principles, where applicable: (i) pre-tax income or after-tax income; (ii) earnings including operating income, earnings before or after taxes, earnings before or after interest, depreciation, amortization, or extraordinary or special items; (iii) net income excluding amortization of intangible assets, depreciation and impairment of goodwill and intangible assets; (iv) operating income; (v) earnings or book value per share (basic or diluted); (vi) return on assets (gross or net), return on investment, return on capital, or return on equity; (vii) revenue or return on revenues; (viii) net tangible assets (working capital plus property, plants and equipment) or return on net tangible assets (operating income divided by average net tangible assets) or working capital; (ix) operating cash flow (operating income plus or minus changes in working capital less capital expenditures); (x) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (xi) sales or sales growth; (xii) operating margin or profit margin; (xiii) share price or total shareholder return; (xiv) earnings from continuing operations; (xv) cost targets, reductions or savings, productivity or efficiencies; (xvi) economic value added; and (xvii) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration or market share, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, financial management, project management, supervision of litigation, information technology, or goals relating to divestitures, joint ventures or similar transactions.

Where applicable, the performance goals may be expressed in terms of attaining a specified level of the particular criterion or the attainment of a percentage increase or decrease in the particular criterion, and may be applied to one or more of the Company maintainsor a Restricted Stock Unitparent or subsidiary of the Company, or a division or strategic business unit of the Company, or may be made relative to the performance of other companies or subsidiaries, divisions, departments, regions, functions or other organizational units within such other companies, all as determined by the Committee. The performance goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be paid (or specified vesting will occur) and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur).

Maximum Bonuses. No Participant’s bonus under the Plan for Non-Employee Directors. Pursuantany twelve month period may exceed the lesser of 300% of the Participant’s annual base salary or $5,000,000.

Limitation on Committee’s Discretion. The Committee does not have the authority to increase the amount of the award payable to an executive officer who is subject to Section 162(m) of the Code upon attainment of a performance goal, but the Committee may, in its discretion, reduce or eliminate the amount payable to any Participant.

Committee Certification of Performance Goal Attainment. As soon as practicable after the end of each performance period (or such sooner time as the performance goals have been met), and before any awards for a particular year can be paid, the Committee will certify in writing to what extent the Company and the Participants have achieved the performance goals for the performance period, including the specific target objectives and the satisfaction of any other material terms of the bonus award, and the Committee will calculate the amount of each Participant’s bonus for the performance period based upon the performance goals, objectives, and computation formulae for the performance period.

Change in Control. Upon a change in control (as defined in the Plan), an outstanding award will not be accelerated if the award is assumed, replaced or converted by the acquiring or successor entity and the Participant’s employment is not involuntarily or constructively terminated prior to the plan, non-employee directorsend of the applicable performance period. The determination as to whether an award is assumed, replaced or converted in connection with the change in control will be made by the Committee, in good faith, taking into account such factors as it deems appropriate, including the feasibility of continuing the applicable performance goal(s) based on the resulting entity in the applicable change in control. If an award is not assumed, replaced or converted each outstanding award will be cancelled and in respect of his or her cancelled award a Participant will receive restricted sharea pro rata portion of the award, calculated by determining the achievement of the applicable performance goal(s) based grants that must be settledon actual performance through the date of the applicable change in cash. The aggregatecontrol, and then multiplying this amount by a fraction, the numerator of which is the number of days completed in the performance period prior to the change in control and the denominator of which is the total number of days in the performance period. In the case where an award is assumed and a Participant incurs an involuntary or constructive termination prior to the end of the applicable performance period, then, unless otherwise provided for in a Participant’s employment or severance agreement or in a severance plan in which the Participant then participates, the Participant will be entitled to receive a pro rata portion of the assumed award, based on target level of performance and based on the number of days completed in the performance period prior to the date of his or her termination of employment. Following a change in control, the Committee may not exercise negative discretion to decrease the amount otherwise payable in respect of any award which is outstanding immediately prior to the occurrence of the change in control.

Amendments; Termination of the Plan. The Plan may be amended or terminated by the Board, provided that no amendment of the Plan may be made without the approval of shareholders if such stock awards outstandingamendment would require shareholder approval in order for the Plan to continue to comply with Section 162(m) of the Code. In addition, no amendment shall affect adversely any of the rights of any Participant under any award following the end of the performance period to which such award relates, provided that the exercise of the Committee’s discretion to reduce the amount of an award will not be deemed an amendment of the Plan.

Benefits under the Plan. Because individual benefits under the Plan will be determined by the Committee, benefits to be paid under the Plan are not determinable at fiscal year endthis time. For amounts paid to the Company’s executive officers named in the Summary Compensation Table pursuant to the 2016 program under the Company’s 2012 Management Incentive Compensation Plan, see the section entitled “MICP Payout for each director is2016 Performance” on pages 18-20 of this Proxy Statement.

The Board of Directors recommends a vote FOR approval of the Plan.

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

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 2017 Annual Meeting:

RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the Company’s named executive officers as follows: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 13 to 50 of the Company’s Proxy Statement for the 2017 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 Compensation Discussion and Analysis 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 long term 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 2016 named executive officer pay programs:

●	Company Performance in 2016: Company performance in 2016, as discussed in more detail in our January 26, 2017 earnings release, was as follows:

Aggregate Stock-Related Awards●	revenues totaled $11.4 billion, up 2% from 2015;
Name		Outstanding (#)
George W. Buckley			6,658
Patrick D. Campbell●			8,658	organic growth was 4%;
Carlos M. Cardoso			10,658
Robert B. Coutts			10,658
Debra A. Crew			0
Benjamin H. Griswold, IV●			6,658	diluted GAAP earnings per share was $6.51, up 10% from 2015;
Anthony Luiso			4,867
Marianne M. Parrs
10,658●	working capital turns increased to 10.6x, up 1.4 turns from 2015; and
Robert L. Ryan
●	free cash flow totaled $1.1 billion.
		6,658

●	We Delivered Strong Shareholder Return in 2016: We attained double-digit total shareholder return of 10% in 2016 and recorded three-year annualized total shareholder return of 16%. The closing price of a share of Company common stock at the end of our 2016 fiscal year was $114.69—an increase of 7.46% from the end of our 2015 fiscal year, and a 41.58% increase from the end of our 2013 fiscal year.
●	The Board’s Responsiveness to Shareholders Resulted in a 94.7% Approval in Last Year’s Say on Pay Vote: The Board has reviewed current views on corporate governance “best practices” and considered the strong shareholder support for our programs as evidenced by last year’s “Say on Pay” vote and determined that our executive compensation programs are designed to reward pay for performance.
●	Long-Term Performance Targets are Aggressive: Our record over the last five years shows that performance targets for our long-term performance award programs are not easily achievable, as evidenced by the fact that two of our last five long term incentive programs has paid out below target, and none have paid out at maximum.
●	Pay for Performance Alignment is Strong: When measured against our peers, our executive compensation programs demonstrate strong alignment between executive pay and Company performance. 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. In the most recently available three-year period (2013 – 2015), when our composite financial performance and our TSR relative to our peers were at the 49th and 86th percentiles respective, CEO realizable pay was at the 69th percentile in our peer group.
●	Target Compensation for our Named Executive Officers Reflects Market Conditions: We regularly benchmark our compensation program against market norms. Total compensation opportunity for our named executive officers is targeted to and reasonably aligned with the median percentile of our peer group.

For these reasons, the Board of Directors 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 2—4—ADVISORY VOTE REGARDING FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED
EXECUTIVE OFFICER COMPENSATION

This year, as required by 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 2017 Annual Meeting:

RESOLVED, that the Company’s shareholders recommend, on an advisory basis, that, after the 2017 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 non-binding 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 you may abstain from voting on the resolution. This vote, which we last held at our 2011 Annual Meeting, is required at least once every six years.

Though we currently hold our Say on Pay votes every year, we continue to believe there are valid arguments regarding the relative benefits of both annual and less frequent Say on Pay votes. After considering input from shareholders, the preference evident from voting results at other companies similar in size to ours, and practical commentary that has become widely available with respect to the Say When on Pay vote since its implementation, the Board determined that it was appropriate to recommend that the Say on Pay vote continue to be held each year.

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 year.

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.

ITEM 5—APPROVAL OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM

Independent Registered Public Accounting Firm

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 (“Ernst & Young”), as the registered independent 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 20142017 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 7073 years. The Audit Committee and the Board of Directors believe that the continued retention of Ernst & Young to serve as the Company’s independent auditor is in the best interests of the Company and its investors. 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 recommends a vote FOR approval of the selection of Ernst & Young LLP as the Company’s registered independent public accounting firm for the 20142017 fiscal year.

Fees of Independent Auditors

General. General.In addition to retaining Ernst & Young to audit the Company’s consolidated financial statements for 2013,2016, the Company retained Ernst & Young and other accounting and consulting firms to provide advisory, auditing and consulting services in 2013.2016. 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 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 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 20122015 and 20132016 were as follows:

Audit FeesFees.. 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 20122015 and 20132016 were $10,435,200$12,526,630 and approximately $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),$13,155,305, respectively.

Audit Related FeesFees.. The aggregate fees billed by Ernst & Young to the Company in 20122015 and 20132016 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 $2,968,180$886,080 and approximately $332,000$736,000, 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 FeesFees.. The aggregate fees billed by Ernst & Young to the Company in 20122015 and 20132016 for professional services rendered for tax compliance, tax advice and tax planning were $5,381,942$5,236,034 and approximately $6,814,995,$4,878,209, respectively. Tax services include domestic and foreign tax compliance and consulting.

All Other FeesFees.. Ernst & Young did not bill the Company for any fees for services other than audit services, audit related services and tax services in 20122015 or 2013.2016.

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

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 2014 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 11 to 45 of the Company’s Proxy Statement for the 2014 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 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 2013 named executive officer pay programs:

• Company Performance in 2013: Company performance in 2013 , as discussed in more detail in our January 24, 2014 earnings release was as follows:
  

• revenues were $11.0 billion, up 8% over 2012;
  
• organic growth was 3%;
  
• full year diluted earnings per share, excluding merger and acquisition and other charges, totaled approximately $4.98 per share;
  
• working capital turns reached 8.0, an increase from 2012 working capital turns of 7.6;
  
• free cash flow, excluding merger and acquisition related 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.
  
• The 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 strong shareholder support for our programs as evidenced by last year’s “Say on Pay” vote and determined that our executive compensation programs are designed to reward pay for performance.
  
• Long-Term Performance Targets are Aggressive: Our record over the last five years shows that performance targets for our long-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 2011-2013 performance period, we 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 goal and as a result there was no payout with respect to the TSR metric. Accordingly, awards equaled 61.3% of overall target goal 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 performance. Nearly 80% of the 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 a greater emphasis on, and provide greater rewards for, achievement of long-term goals.
  
• 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 peer group of similarly-sized companies.

For these reasons, the Board of Directors 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.

VOTING INFORMATION

Only shareholders of record as of February 24, 201417, 2017 are entitled to vote

The Company has only one class of shares outstanding. Only shareholders of record at the close of business on February 24, 2014,17, 2017, as shown in our records, will be entitled to vote, or to grant proxies to vote, at the Annual Meeting. On the record date, 155,740,485152,628,333 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 takentaken.

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 24, 201417, 2017 are present at the Annual Meeting in person or by proxy:

Because the election of directors is uncontested, the Company’s majority voting policy will apply. Under that policy, which implements Section 33-809 of the Connecticut Business Corporation Act, the term of a nominee in an uncontested election who receives more votes “against” than “for” election will end on the earlier of (1) ninety (90) days from the date on which the voting results are determined, or (2) the date on which the Board selects an individual to fill the office held by such director; provided that the Board (excluding such nominee) may select any qualified individual to fill the office held by a director who receives more votes “against” than “for” election. In a contested election, the majority voting policy would not apply to the election of that director; such director would be elected by a plurality of votes cast. A properly executed proxy marked “abstain” as to any director will not be voted in connection with the proposal to appoint Ernst & Young LLP as the registered independent public accounting firm for the 2014 fiscal yearelection of that director.

The following matters 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. Directorsproposal:

●	the Company’s 2017 Management Incentive Compensation Plan,
●	the compensation of the Company’s named executive officers (on an advisory basis), and
●	the proposal to appoint Ernst & Young LLP as the registered independent public accounting firm forthe 2017 fiscal year will be approved.

The recommendation regarding frequency of future Say on Pay votes shall be elected by a pluralitythat number of years receiving the most votes cast atof 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).cast.

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.

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

	(1)	GO TO THE WEBSITE: www.envisionreports.com/SWK to vote over the Internet anytime up to 7:00 a.m. EDT on April 20, 2017, and follow the instructions provided on that site.
(2)	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, 2014,20, 2017, and follow the instructions provided in the recorded message.
	(2)		GO TO THE WEBSITE: www.investorvote.com to vote over the Internet anytime up to 7:00 a.m. EDT on April 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.envelope provided. 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 15, 2014,20, 2017, 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)		GO TO THE WEBSITE:www.envisionreports.com/SWK to vote over the Internet anytime up to 7:00 a.m. EDT on April 18, 2017, and follow the instructions provided on that site.
	(2)		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 11, 2014,18, 2017, and follow the instructions provided in the recorded message.

	(2)		GO TO THE WEBSITE: www.investorvote.com to vote over the Internet anytime up to 7:00 a.m. EDT on April 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 11, 2014,18, 2017, 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 proxyvoting instruction 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.

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 at7600 Grant Street, Burr Ridge, IL 60527-7275, stating that you would like to revoke your proxy. This notice must be received prior to commencement of the Annual Meeting at 9:30 a.m. on April 20, 2017.
  ●	Second, you may complete and submit a new later-dated proxy by any of the methods described above under“Voting your shares registered in your name or held in “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 to the 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 notrevoke your proxy. You must vote in person at the meeting to revoke your proxy.

  
  
  
  

  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 must be received prior to commencement of the Annual Meeting at 9:30 a.m. on April 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 name.” The latest dated proxy actually received by the Company in accordance with the instructions for voting set forth in this Proxy Statement prior to the 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:”

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 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.

●	First, you may send a written notice to the Company’s transfer agent, Computershare Investor Services, LLC at7600 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 18, 2017, in order to revoke your prior instructions.
●	Second, you may submit new voting instructions under any one of the methods described above under “Votingyour 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 encloseda proxy card, by 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 the registered independent public accounting firm for the 2014 fiscal year, and “FOR” the approval, on an advisory basis, of the compensation of named executive officers.follows:

●	“FOR” the election of all nominees for the Board of Directors,
●	“FOR” the approval of the 2017 Management Incentive Compensation Plan,
●	“FOR” the approval, on an advisory basis, of the compensation of named executive officers,
●	“EVERY 1 YEAR” with respect to the frequency of future Say on Pay votes, and
●	“FOR” the ratification of the appointment of Ernst & Young LLP as the registered independent public accountingfirm for the 2017 fiscal year.

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 and the “Say on Pay” advisory vote, brokers and other nominee entities may not vote unless they have received voting instructions from the beneficial owner. “Non-routine” matters include the election of directors, the approval of the Company’s 2017 Management Incentive Compensation Plan, and the “say on pay” and “say when on pay” advisory votes.

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 401(k) 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 Voting

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 mailingdistribution 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. The Company expects the additional expense of D.F. King’s assistance to be approximately $13,000. The Company also will make arrangements with brokerage houses and other custodians, nominees and fiduciaries to senddeliver proxy materials to beneficial owners. The Company will, upon request, reimburse these institutions for their reasonable expenses in sendingdelivering 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 atwww.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.

Shareholders who currently receive multiple copies of the Proxy Statement and Annual Report, or Notice Regarding the Availability of Proxy Materials, at one address and would like to request “householding” of their communications in future should contact their broker, 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 Proposals for the 20152018 Annual Meeting

Shareholder proposals, submitted pursuant to Rule 14a-8 of the Exchange Act, intended to be presented at the Company’s 20152018 Annual Meeting must be received by the Secretary not later than November 11, 20148, 2017 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 20152018 Annual Meeting must comply with the Company’s 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 maileddistributed relating to the immediately preceding Annual Meeting of Shareholders. Thus, a notice of a shareholder proposal for the 20152018 Annual Meeting, submitted other than pursuant to Rule 14a-8, will not be timely if received by the Secretary before November 11, 20148, 2017 or after December 11, 2014.8, 2017.

Section 16(a) Beneficial Ownership Reporting Compliance

    Through inadvertence, the withholding of 20,680 shares to cover taxes upon the vesting of restricted stock units on March 31, 2013 inIn connection with a 2016 year-end review of share ownership of our executive officers and directors, the retirementCompany discovered discrepancies related to stock reporting for certain executive officers that resulted from transactions that had occurred several years ago. This prompted a comprehensive review that was completed in late February. From this review, the Company determined that three sales by Jeffery D. Ansell, four sales by Michael A. Bartone, one sale by James Cannon, two sales by James M. Loree, three sales by Jaime A. Ramirez, two sales by Steven J. Stafstrom and four sales by John H. Wyatt, all of Mark J. Mathieuwhich occurred prior to 2016, had not been reported. These transactions have been reported in recent Form 4 filings. In addition, a sale by James Cannon was reported late.several days late, on May 2, 2016, and a sale by Michael A. Bartone was reported several weeks late, on September 15, 2016. The Company has reviewed the circumstances that led to delayed reporting of each of these transactions and, based on those findings, is enhancing its controls and procedures to prevent a recurrence.

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, 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
BRUCE	Bruce H. BEATTBeatt
	Secretary

Exhibit A

The Stanley Black & Decker 2017 Management Incentive Compensation Plan

1.		Purpose. The purpose of Stanley Black & Decker Management Incentive Compensation Plan is to reinforce corporate, organizational and business-development goals, to promote the achievement of year-to-year financial and other business objectives and to reward the performance of eligible employees in fulfilling their personal responsibilities.
2.		Definitions. The following terms, as used herein, shall have the following meanings:
		(a)		“Affiliate” shall mean, with respect to the Company or any of its subsidiaries, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company.
		(b)		“Award” shall mean an incentive compensation award, granted pursuant to the Plan that is contingent upon the attainment of Performance Goals with respect to a Performance Period.
		(c)		“Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act.
		(d)		“Board” shall mean the Board of Directors of the Company.
		(e)		A “Change in Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:
				(1)		any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing 25% or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (3) below; or
				(2)		the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareowners was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or
				(3)		there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or other entity, other than (i) a merger or consolidation which results in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing 25% or more of the combined voting power of the Company’s then outstanding securities; or
				(4)		the shareowners of the Company 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 the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by shareowners of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

	(f)		“Code” shall mean the Internal Revenue Code of 1986, as amended.
	(g)		“Committee” shall mean the Compensation and Organization Committee of the Board of Directors, the composition of which shall at all times consist solely of two or more “outside directors” within the meaning of section 162(m) of the Code.
	(h)		“Company” shall mean Stanley Black & Decker, Inc. and its successors.
	(i)		“Covered Employee” shall have the meaning set forth in Section 162(m)(3) of the Code.
	(j)		“Disability” shall have the meaning set forth in Section 22(e)(3) of the Code, or any successor provision.
	(k)		“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
	(l)		“Participant” shall mean any employee of the Company or an Affiliate who is, pursuant to Section 4 of the Plan, selected to participate in the Plan.
	(m)		“Performance Goals” shall mean performance goals based on one or more of the following criteria, determined in accordance with generally accepted accounting principles, where applicable: (i) pre-tax income or after-tax income; (ii) earnings including operating income, earnings before or after taxes, earnings before or after interest, depreciation, amortization, or extraordinary or special items; (iii) net income excluding amortization of intangible assets, depreciation and impairment of goodwill and intangible assets; (iv) operating income; (v) earnings or book value per share (basic or diluted); (vi) return on assets (gross or net), return on investment, return on capital, or return on equity; (vii) revenue or return on revenues; (viii) net tangible assets (working capital plus property, plants and equipment) or return on net tangible assets (operating income divided by average net tangible assets) or working capital; (ix) operating cash flow (operating income plus or minus changes in working capital less capital expenditures); (x) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (xi) sales or sales growth; (xii) operating margin or profit margin; (xiii) share price or total shareholder return; (xiv) earnings from continuing operations; (xv) cost targets, reductions or savings, productivity or efficiencies; (xvi) economic value added; and (xvii) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration or market share, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, financial management, project management, supervision of litigation, information technology, or goals relating to divestitures, joint ventures or similar transactions. Where applicable, the Performance Goals may be expressed in terms of attaining a specified level of the particular criterion or the attainment of a percentage increase or decrease in the particular criterion, and may be applied to one or more of the Company or a parent or subsidiary of the Company, or a division or strategic business unit of the Company, or may be made relative to the performance of other companies or subsidiaries, divisions, departments, regions, functions or other organizational units within such other companies, all as determined by the Committee. The Performance Goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be paid (or specified vesting will occur) and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur). Each of the foregoing Performance Goals shall be evaluated in accordance with generally accepted accounting principles, where applicable, and shall be subject to certification by the Committee.
	(n)		“Performance Period” shall mean, unless the Committee determines otherwise, a period of no longer than 12 months.
	(o)		“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the shareowners of the Company in substantially the same proportions as their ownership of shares of the Company.
	(p)		“Plan” shall mean the Stanley Black & Decker Management Incentive Compensation Plan, as amended from time to time.

		(q)		“Retirement” shall mean a Participant’s termination of employment with the Company or an Affiliate thereof at or after attaining age 55 and completing ten years of service.
3.		Administration. The Plan shall be administered by the Committee. The Committee shall have the authority in its sole discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including, without limitation, the authority to grant Awards; to determine the persons to whom and the time or times at which Awards shall be granted; to determine the terms, conditions, restrictions and performance criteria, including Performance Goals, relating to any Award; to determine whether, to what extent, and under what circumstances an Award may be settled, cancelled, forfeited, or surrendered; to construe and interpret the Plan and any Award; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of Awards; and to make all other determinations deemed necessary or advisable for the administration of the Plan. The Committee shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or any parent or subsidiary of the Company or the financial statements of the Company or any parent or subsidiary of the Company, in response to changes in applicable laws or regulations or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles;providedthat, with respect to any Award to a Covered Employee such adjustment shall only be made to the extent it does not result in the loss of the otherwise available exemption of such award under Section 162(m) of the Code.
		All decisions, determinations and interpretations of the Committee shall be final and binding on all persons, including the Company and the Participant (or any person claiming any rights under the Plan from or through any Participant).
		Subject to Section 162(m) of the Code or as otherwise required for compliance with other applicable law, the Committee may delegate all or any part of its authority under the Plan to any officer or officers of the Company.
4.		Eligibility. Awards may be granted to Participants in the sole discretion of the Committee. In determining the persons to whom Awards shall be granted and the Performance Goals relating to each Award, the Committee shall take into account such factors as the Committee shall deem relevant in connection with accomplishing the purposes of the Plan.
5.		Terms of Awards. Awards granted pursuant to the Plan shall be communicated to Participants in such form as the Committee shall from time to time approve and the terms and conditions of such Awards shall be set forth therein.
		(a)		In General. On or prior to the earlier of the 90th day after the commencement of a Performance Period or the date on which 25% of a Performance Period has elapsed, the Committee shall specify in writing, by resolution of the Committee or other appropriate action, the Participants for such Performance Period and the Performance Goals applicable to each Award for each Participant with respect to such Performance Period. Unless otherwise provided by the Committee in connection with specified terminations of employment, payment in respect of Awards shall be made only if and to the extent the Performance Goals with respect to such Performance Period are attained.
		(b)		Special Provisions Regarding Awards. Notwithstanding anything to the contrary contained in this Section 5, in no event shall payment in respect of an Award granted for a Performance Period be made to a Participant who is or is reasonably expected to be a Covered Employee exceed the lesser of 300% of the Participant’s annual base salary on the date the Performance Period commences for any twelve month period or $5,000,000. The Committee may, in its sole discretion, increase (subject to the maximum amount set forth in this Section 5(b)) or decrease the amounts otherwise payable to Participants upon the achievement of Performance Goals under an Award; provided, however, that in no event may the Committee so increase the amount otherwise payable to a Covered Employee pursuant to an Award.
		(c)		Time and Form of Payment. Subject to Section 6(h), all payments in respect of Awards granted under this Plan shall be made in cash on the 45th day following the end of the Performance Period but in no event later than the 45th day following the fiscal year in which the Award vests.

6.		General Provisions.
		(a)		Compliance with Legal Requirements. The Plan and the granting and payment of Awards, and the other obligations of the Company under the Plan shall be subject to all applicable federal and state laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required.
		(b)		Nontransferability. Awards shall not be transferable by a Participant except upon the Participant’s death following the end of the Performance Period but prior to the date payment is made, in which case the Award shall be transferable in accordance with any beneficiary designation made by the Participant in accordance with Section 6(l) below or, in the absence thereof, by will or the laws of descent and distribution.
		(c)		No Right To Continued Employment. Nothing in the Plan or in any Award granted pursuant hereto shall confer upon any Participant the right to continue in the employ of the Company or to be entitled to any remuneration or benefits not set forth in the Plan or to interfere with or limit in any way whatever rights otherwise exist of the Company to terminate such Participant’s employment or change such Participant’s remuneration.
		(d)		Withholding Taxes. Where a Participant or other person is entitled to receive a payment pursuant to an Award hereunder, the Company shall have the right either to deduct from the payment, or to require the Participant or such other person to pay to the Company prior to delivery of such payment, an amount sufficient to satisfy any federal, state, local or other withholding tax requirements related thereto.
		(e)		Amendment, Termination and Duration of the Plan. The Board or the Committee may at any time and from time to time alter, amend, suspend, or terminate the Plan in whole or in part; provided that, no amendment that requires shareholder approval in order for the Plan to continue to comply with Section 162(m) of the Code shall be effective unless the same shall be approved by the requisite vote of the shareholders of the Company. Notwithstanding the foregoing, no amendment (other than an amendment necessary to comply with Section 409A of the Code) shall affect adversely any of the rights of any Participant under any Award following the end of the Performance Period to which such Award relates, provided that the exercise of the Committee’s discretion pursuant to Section 5(b) to reduce the amount of an Award shall not be deemed an amendment of the Plan.
		(f)		Participant Rights. No Participant shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment for Participants.
		(g)		Termination of Employment.
				(i)		Unless otherwise provided by the Committee, and except as set forth in subparagraph (ii) of this Section 6(g), a Participant must be actively employed by the Company or one of its Affiliates at the end of the Performance Period in order to be eligible to receive payment in respect of such Award.
				(ii)		Unless otherwise provided by the Committee, if a Participant’s employment is terminated as result of death, Disability or Retirement prior to the end of the Performance Period, the Participant’s Award shall be cancelled and in respect of his or her cancelled Award the Participant shall receive a pro rata portion of the Award as determined by the Committee and such Award shall be payable at the same time as Awards are paid to active Participants.
		(h)		Change in Control. Notwithstanding any provision in the Plan to the contrary, upon a Change in Control, unless an outstanding Award is assumed, replaced or converted by the successor or the resulting entity (or any parent thereof), each outstanding Award shall be cancelled and in respect of his or her cancelled Award a Participant shall receive a pro rata portion of the Award, calculated by determining the achievement of the applicable Performance Goal or Performance Goals based on actual performance though the date of such Change in Control, and then multiplying this amount by a fraction, the numerator of which is the number of days completed in the Performance Period prior to the Change in Control and the denominator of which is the total number of days in the Performance Period (the “Pro Rata Change in Control Amount”). The determination as to whether an Award is assumed, replaced or converted in connection with the Change in Control shall be made by the Committee, in good faith, taking into account such factors as it deems appropriate, including the feasibility of continuing the applicable Performance Goals or Performance Goals based on the resulting entity in the applicable Change in Control. If (i) an Award is assumed, replaced or converted pursuant to the immediately preceding sentence (an “Assumed Award”) and (ii) if a Participant incurs a termination by the Company without Cause or if the Participant

				terminates his or her employment for Good Reason, in each case, prior to the end of the applicable performance period, then, unless otherwise provided for in a Participant’s employment or severance agreement or in a severance plan in which the Participant then participates, such Participant will be entitled to receive a pro rata portion of the Assumed Award, assuming the achievement of the underlying performance goals at target level and based on the number of days completed in the Performance Period prior to the date of his or her termination of employment. The pro rata portion of the Change in Control Amount shall be paid in cash as soon as practicable following the Change in Control and the pro rate portion of the Assumed Award will be paid within 30 days following such participant’s termination of employment. After a Change in Control, the Committee may not exercise the discretion referred to in Section 5(b) to decrease the amount payable in respect of any Award which is outstanding immediately prior to the occurrence of the Change in Control.
		(i)		Unfunded Status of Awards. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award shall give any such Participant any rights that are greater than those of a general creditor of the Company.
		(j)		Governing Law. The Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Connecticut without giving effect to the conflict of laws principles thereof.
		(k)		Effective Date. The Plan shall take effect upon its adoption by the Board; provided, however, that the Plan shall be subject to the requisite approval of the shareholders of the Company in order to comply with Section 162(m) of the Code. In the absence of such approval, the Plan (and any Awards made pursuant to the Plan prior to the date of such approval) shall be null and void.
		(l)		Beneficiary. A Participant may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant and an Award is payable to the Participant’s beneficiary pursuant to Section 6(b), the Participant’s estate shall be deemed to be the grantee’s beneficiary.
		(m)		Interpretation. The Plan is designed and intended to comply, to the extent applicable, with Section 162(m) of the Code, and all provisions hereof shall be construed in a manner to so comply.
7.		Detrimental Activity and Recapture Provisions. The Committee or the Board may provide for the cancellation or forfeiture of an Award or the forfeiture and repayment to the Company of any gain related to an Award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Committee or the Board from time to time (including under any applicable clawback policy adopted by the Company), including, without limitation, in the event that a Participant, during employment or other service with the Company or an Affiliate, engages in activity detrimental to the business of the Company. In addition, notwithstanding anything in the Plan to the contrary, the Committee or the Board may also provide for the cancellation or forfeiture of an Award or the forfeiture and repayment to the Company of any gain related to an Award, or other provisions intended to have a similar effect, upon such terms and conditions as may be required by the Committee or the Board under Section 10D of the Exchange Act and any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which common stock of the Company may be traded or under any clawback policy adopted by the Company.

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

STANLEY BLACK & DECKER UNIVERSITYJOHN F. LUNDGREN CENTER FOR LEARNING AND DEVELOPMENT
1000 Stanley Drive
New Britain, Connecticut 06053

	FROM NEW YORK STATE, DANBURY, WATERBURY VIA I-84 EAST:		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 Mountain		Approximately 1 mile to entrance for Mountain
	View Corporate Park (Stanley Drive). Right into		View Corporate Park (Stanley Drive). Right into
entrance, follow driveway to Stanley Black &	entrance, follow driveway to Stanley Black &the John F. Lundgren		entrance, follow driveway to the John F. Lundgren
Decker University.	Decker University.Center for Learning and Development.		Center for Learning and Development.

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IMPORTANT ANNUAL MEETING INFORMATION

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, 2014.20, 2017.

Vote by Internet

●		Vote by Internet Go towww.investorvote.comwww.envisionreports.com/SWK
●	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

●	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 inkpen, mark your votes with anXas shown in this example. Please do not write outside the designated areas.

x

X

Annual 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▼

A

Proposals — The Board of Directors recommends ayou voteFOR all the nominees listed, andFOR Proposals 2, 3 and 3.5, and every 1 YR for Proposal 4.

1.

Election of Directors:

For

Against

ForAbstain

Withhold

For

Withhold

For

Withhold

For

Against

Abstain

For

Against

Abstain

01 - Andrea J. Ayers

☐

☐

☐

0102 - George W. Buckley

¨☐

¨☐

02☐

03 - Patrick D. Campbell

¨☐

☐

☐

¨

0304 - Carlos M. Cardoso

¨

¨

☐

☐

☐

0405 - Robert B. Coutts

¨☐

☐

¨☐

0506 - Debra A. Crew

¨

¨

06 - Benjamin H. Griswold, IV

¨

¨

☐

☐

☐

07 - John F. LundgrenMichael D. Hankin

¨☐

¨☐

☐

08 - Anthony LuisoJames M. Loree

¨☐

¨☐

☐

09 - Marianne M. Parrs

¨☐

¨

☐

☐

10 - Robert L. Ryan

¨☐

¨☐

☐

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.

¨

¨

¨

For

Against

Abstain

1 Year

2 Years

3 Years

Abstain

2.

Approve 2017 Management Incentive Compensation Plan.

☐

☐

☐

4.

Recommend, on an advisory basis, the frequency with which the Company should conduct future shareholder advisory votes on named executive officer compensation.

☐

☐

☐

☐

For

Against

Abstain

3.

Approve, on an advisory basis, the compensation of the Company’s named executive officers.

☐

☐

☐

5.

Approve the selection of Ernst & Young LLP as the Company’s independent auditors for the Company’s 2017 fiscal year.

☐

☐

☐

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

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.

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.
/	/

IF VOTING BY MAIL, YOUMUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.

	1 P C F
02IFQB

                                       01S3KB

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

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

Proxy for Annual Meeting of Shareholders

April 15, 201420, 2017

Solicited on behalf of the Board of Directors

The shareholder(s) of Stanley Black & Decker, Inc. appoint(s) Benjamin H. Griswold, IV,George W. Buckley, James M. Loree and 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,the John F. Lundgren Center for Learning and Development, 1000 Stanley Drive, New Britain, Connecticut 06053 on April 15, 201420, 2017 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, THROUGH2, 3 LISTED ON THE REVERSE SIDE,AND 5, “EVERY 1 YEAR” FOR ITEM 4, AND IN THE DISCRETION OF THE PROXIES ON OTHER MATTERS AS MAY COME BEFORE THE MEETING ANDOR 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.)

Non-Voting Items

Change of Address — Please print new address below.		Comments — Please print your comments below.

IF VOTING BY MAIL, YOUMUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.

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IMPORTANT ANNUAL MEETING INFORMATION

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, 2014.18, 2017.

Vote by Internet

●		Vote by Internet Go towww.investorvote.comwww.envisionreports.com/SWK
●	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

●	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 inkpen, mark your votes with anXas shown in this example. Please do not write outside the designated areas.

x

X

Annual 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▼

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:

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 ayou voteFOR all the nominees listed, andFOR Proposals 2, 3 and 3.5, and every 1 YR for Proposal 4.

1.

Election of Directors:

For

Against

ForAbstain

Withhold

For

Withhold

For

Withhold

For

Against

Abstain

For

Against

Abstain

01 - Andrea J. Ayers

☐

☐

☐

0102 - George W. Buckley

¨☐

¨☐

02☐

03 - Patrick D. Campbell

¨☐

☐

☐

¨

0304 - Carlos M. Cardoso

¨

¨

☐

☐

☐

0405 - Robert B. Coutts

¨☐

☐

¨☐

0506 - Debra A. Crew

¨

¨

06 - Benjamin H. Griswold, IV

¨

¨

☐

☐

☐

07 - John F. LundgrenMichael D. Hankin

¨☐

¨☐

☐

08 - Anthony LuisoJames M. Loree

¨☐

¨☐

☐

09 - Marianne M. Parrs

¨☐

¨

☐

☐

10 - Robert L. Ryan

¨☐

¨☐

☐

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.

¨

¨

¨

For

Against

Abstain

1 Year

2 Years

3 Years

Abstain

2.

Approve 2017 Management Incentive Compensation Plan.

☐

☐

☐

4.

Recommend, on an advisory basis, the frequency with which the Company should conduct future shareholder advisory votes on named executive officer compensation.

☐

☐

☐

☐

For

Against

Abstain

For

Against

Abstain

3.

Approve, on an advisory basis, the compensation of the Company’s named executive officers.

☐

☐

☐

5.

Approve the selection of Ernst & Young LLP as the Company’s independent auditors for the Company’s 2017 fiscal year.

☐

☐

☐

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

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.

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.
/	/

IF VOTING BY MAIL, YOUMUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.

	1 P C F
02IFTB

                                       01S3MA

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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 INTERNETOR 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

Proxy For Annual Meeting of Shareholders

April 15, 201420, 2017

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,the John F. Lundgren Center for Learning and Development, 1000 Stanley Drive, New Britain, Connecticut 06053 on April 15, 201420, 2017 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 15, 2014:20, 2017: 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.)

Non-Voting Items

Change of Address — Please print new address below.		Comments — Please print your comments below.

IF VOTING BY MAIL, YOUMUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.

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IMPORTANT ANNUAL MEETING INFORMATION

Using ablack inkpen, mark your votes with anXas shown in this example. Please do not write outside the designated areas.

X

Annual Meeting Proxy Card
▼ PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.▼

Proposals — The Board of Directors recommends you voteFOR all the nominees listed,FOR Proposals 2, 3 and 5, and every 1 YR for Proposal 4.

1.

Election of Directors:

For

Against

Abstain

For

Against

Abstain

For

Against

Abstain

01 - Andrea J. Ayers

☐

☐

☐

02 - George W. Buckley

☐

☐

☐

03 - Patrick D. Campbell

☐

☐

☐

04 - Carlos M. Cardoso

☐

☐

☐

05 - Robert B. Coutts

☐

☐

☐

06 - Debra A. Crew

☐

☐

☐

07 - Michael D. Hankin

☐

☐

☐

08 - James M. Loree

☐

☐

☐

09 - Marianne M. Parrs

☐

☐

☐

10 - Robert L. Ryan

☐

☐

☐

For

Against

Abstain

1 Year

2 Years

3 Years

Abstain

2.

Approve 2017 Management Incentive Compensation Plan.

☐

☐

☐

4.

Recommend, on an advisory basis, the frequency with which the Company should conduct future shareholder advisory votes on named executive officer compensation.

☐

☐

☐

☐

For

Against

Abstain

3.

Approve, on an advisory basis, the compensation of the Company’s named executive officers.

☐

☐

☐

5.

Approve the selection of Ernst & Young LLP as the Company’s independent auditors for the Company’s 2017 fiscal year.

☐

☐

☐

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.
/     /

	1 U P X
02IFRB

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▼PLEASE 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 20, 2017

Solicited on behalf of the Board of Directors

The shareholder(s) of Stanley Black & Decker, Inc. appoint(s) George W. Buckley, James M. Loree and Robert L. Ryan 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 the John F. Lundgren Center for Learning and Development, 1000 Stanley Drive, New Britain, Connecticut 06053 on April 20, 2017 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, 3 AND 5, “EVERY 1 YEAR” FOR ITEM 4, AND IN THE DISCRETION OF THE PROXIES ON OTHER MATTERS AS MAY COME BEFORE THE MEETING OR 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.

(Items to be voted appear on reverse side.)

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