SCHEDULE 14AUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
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STANLEY BLACK & DECKER, INC.


March 6, 20158, 2017

Dear Fellow Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of Stanley Black & Decker, Inc. (“Stanley Black & Decker” or the “Company”) to be held at 9:30 a.m. on April 16, 2015,20, 2017, at the Stanley Black & Decker University,John F. Lundgren Center for Learning and Development, 1000 Stanley Drive, New Britain, Connecticut 06053 (see directions at the end of this document).

This document includes the Notice of Annual Meeting of Shareholders and the Proxy Statement. The Proxy Statement describes the business to be conducted at the Annual Meeting and provides other important information about the Company that you should be aware of when you vote your shares.

The Board appreciates and encourages your participation. Whether or not you plan to attend the meeting, it is important that your shares be represented.PLEASE REGISTER YOUR VOTE BY TELEPHONE OR ON THE INTERNET, OR RETURN A PROPERLY COMPLETED PROXY CARD, AT YOUR EARLIEST CONVENIENCE.

Very truly yours,
 
 

John F. LundgrenJames M. Loree
ChairmanPresident and Chief Executive Officer



20152017 Proxy Summary

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

Annual Meeting of Shareholders

      Time and Date:9:30 a.m., April 16, 201520, 2017
Place:Stanley Black & Decker UniversityJohn F. Lundgren Center for Learning and Development
1000 Stanley Drive
New Britain, Connecticut 06053
 
Record Date:February 20, 201517, 2017
 
Voting:Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on.

Meeting Agenda

●

Election of directors

●

Approve 2017 Management Incentive Compensation Plan

●

Approve compensation of named executive officers on an advisory basis

●

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

●

Approve selection of Ernst & Young LLP as the registered independent public accounting firm for fiscal 20152017

●

Approve compensation of named executive officers on an advisory basis

●

Transact other business that may properly come before the meeting

Voting Matters and Vote Recommendation

Page Reference
Proposal No.MatterBoard Vote Recommendation(for more detail)     Matter     Board Vote Recommendation     Page Reference
(for more detail)
1     Election of DirectorsFOR EACH NOMINEE1Election of DirectorsFOR EACH NOMINEE1
2Approve Ernst & Young LLP as the Registered Independent Approve 2017 Management Incentive Compensation PlanFOR51
Public Accounting Firm for Fiscal 2015FOR     44
3Approve Compensation of Named Executive Officers on an     Approve Compensation of Named Executive Officers on an Advisory BasisFOR 54
Advisory BasisFOR45
4Advisory vote regarding frequency of future advisory votes on named executive officer compensation EVERY YEAR56
5Approve Ernst & Young LLP as the Registered Independent Public Accounting Firm for Fiscal 2017FOR57

(i)


Board Nominees

The following table provides summary information about each director nominee. (Pleasenominee (please see “Item 1—Election of Directors” for more information). Each directorBecause the election of directors at the 2017 Annual Meeting is elected by a pluralityuncontested, the Company’s majority voting policy, which implements Section 33-809 of the votes cast. However,Connecticut Business Corporation Act, will apply. Under that policy, if a director nominee in an uncontested election receives more votes “against” than “for” election, the term of that director will end on the earlier of (1) 90ninety (90) days from the date on which the voting results are determined or (2) the date on which the Board selects a successor;an individual to fill the office held by such director; provided that the Board (excluding such nominee) will have the right tomay select any qualified individual to fill the vacancy (including, subject to the Board’s fiduciary duties to the Company, such nominee)office held by a director who receives more votes “against” than “for” election (please see “Voting Information, Vote required for approval” for more information). Each director nominee is currently serving as a current director and attended at least 75% of the aggregate of all regularly scheduled and special meetings of the Board and each committeethe committees on which he or she sits that were heldserved during the director nominee’s tenure.

Committee Memberships
NameAgeDirector
Since		OccupationExec.AuditCorporate
Governance		 Finance &
 Pension		Comp. &
Org.
Andrea J. Ayers532014President and
Chief Executive Officer, 
Convergys Corporation 
George W. Buckley,702010Retired Executive Chairman,C
       Chairman3M Company
Patrick D. Campbell642008Retired Senior Vice President
and Chief Financial Officer,C
3M Company
Carlos M. Cardoso592007Principal of CMPC 
Advisors LLC
Robert B. Coutts672007Retired Executive Vice
President, Electronic Systems,C
Lockheed Martin Corporation 
Debra A. Crew462013President
and Chief Executive Officer,
Reynolds American Inc.
Michael D. Hankin592016President
and Chief Executive Officer,
Brown Advisory Incorporated 
James M. Loree582016President
and Chief Executive Officer,
Stanley Black & Decker, Inc.
Marianne M. Parrs722008Retired Executive 
Vice President andC
Chief Financial Officer,
International Paper Company
Robert L. Ryan732010Retired Senior Vice President
and Chief Financial Officer,C
Medtronic, Inc.

(i)Committee composition is as of the date of this Proxy Statement. Committee memberships are indicated in yellow, with Committee Chairs indicated by a C. All directors, other than Mr. Loree, are independent.

(ii)


DirectorCommittee Memberships
Name     Age     Since     Occupation     Independent     E     A     CG     FP     CO
Andrea J. Ayers512014President and Chief ExecutiveXXX
Officer of Convergys
Corporation
George W. Buckley682010Retired Executive Chairman ofXXX
3M Company
Patrick D. Campbell622008Retired Senior Vice PresidentXXXX
and Chief Financial Officer,
3M Company
Carlos M. Cardoso572007Retired Chairman of the Board,XXX
President and Chief Executive
Officer of Kennametal, Inc.
Robert B. Coutts652007Retired Executive ViceXXCX
 President, Electronic Systems
Lockheed Martin
Debra A. Crew442013President and ChiefXXX
Commercial Officer,
R.J. Reynolds Tobacco Co.
Benjamin H. Griswold, IV742010Chairman, Brown AdvisoryXXXC
Anthony Luiso712010Retired President-CampofrioXXCX
Spain, Campofrio Alimentacion,
S.A.
John F. Lundgren632004Chairman and Chief ExecutiveC
Officer of Stanley Black &
Decker, Inc.
Marianne M. Parrs702008Retired Executive ViceXXX
President and Chief Financial
Officer of International
Paper Company
Robert L. Ryan712010Retired Senior Vice PresidentXXXC
and Chief Financial Officer,
Medtronic, Inc.
____________________

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

Corporate Governance Highlights

InThe Corporate Governance Committee and the Board of Directors review the Board of Directors Governance Guidelines for possible revision at least once each ofyear, and otherwise consider whether the last three years, a majorityCompany’s policies and procedures should be modified to reflect best practices. The Company’s governance practices include the following best practices:

●

Annual election of directors.

●Majority vote policy applies in uncontested director elections.
●Independent directors meet in executive session at every board meeting.
●Policy against hedging and discouraging pledging applicable to all directors and executive officers.
●

Recoupment policy relating to unearned compensation of executive officers.

●

No shareholder rights (“poison pill”) plan.

●

Robust stock ownership guidelines for directors and executive officers.

●

Annual shareholder ratification of independent auditors.

Stanley Black & Decker 2017 Management Incentive Compensation Plan

The Board has approved, and recommends the Company’s shareholders (93.4% of votes cast in 2014, 92.9% of votes cast in 2013 and 93.0% of votes cast in 2012), voted “for”approve, a new Management Incentive Compensation Plan to replace the compensation of our named executive officers in connection with the “Say on Pay” vote. As partCompany’s existing 2012 Management Incentive Compensation Plan. The Company is seeking shareholder approval of the Board’s ongoing reviewnew Plan in order to qualify for the performance-based exclusion from the deduction limitations under Section 162(m) of the Company’s corporate governanceInternal 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 compensation practices,is substantially identical to, the Board considered the results of last year’s Say on Pay vote, examined current views on corporate governance best practices and determined that our executive compensation programs are structured to reward pay for performance.2012 Plan.

Auditors

We ask that the shareholders approve the selection of Ernst & Young LLP as our registered independent public accounting firm for fiscal year 2015. Please see “Item 2—Approval of Registered Independent Public Accounting Firm”Approve 2017 Management Incentive Compensation Plan” for more information, including the amount of fees for services provided in 2013 and 2014.information.

(ii)


Executive Compensation Advisory Vote

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

●

We attained double-digit total shareholder return of 21% in 2014follow a pay for performance philosophy, pursuant to which our employees are incentivized to achieve or exceed objective financial goals established for the Company and recorded three-year annualized total shareholder return of 15%.deliver superior returns to our shareholders.

●

From announcementOur 2016 compensation program reflects this philosophy as weighted payouts across all measures of 85.4-196.1% of target under the merger between The Stanley Works and The Black & Decker Corporation in November 2009 (the “Merger”) toCompany’s 2016 Management Incentive Compensation program reflect the end of our 2014 fiscal year, those shareholders who held The Stanley Works stock have seen a 113% increase in stock price and shareholders who held Black & Decker stock have seen a 159% increase in the stock price (reflecting the issuance of 1.275 shares of The Stanley Works common stock for each share of Black & Decker stock).

●

The Board has reviewed current viewsCompany’s strong performance on corporate governance best practicesgoals, which exceeded maximum targets on two of three goals and consideredapproached maximum for the strong shareholder support for our programs,third, as evidenced by Say on Pay votes in eachwell as performance of the last three years, and determined that our executive compensation programs are designed to reward pay for performance.specific business units.

●

Our long-term performance targets are aggressive and our pay for performance structure is functioning,working, as evidenced by the fact that threetwo of our last five long-term incentive programs have paid out below target.target and none have paid out at maximum.

●

Our pay for performance alignment is strong, with pay opportunity targeted at the market median and realizable pay over the most recent available three-year period for the Chief Executive Officer showing strong alignment with our TSR performance.

●

In each of the last three years, we received strong shareholder support for our named executive officer compensation (94.7% of votes cast in 2016, 94.1% of votes cast in 2015 and 93.4% of votes cast in 2014).

●

Our compensation programs follow executive compensation best practices such as: no tax gross-ups on severance arrangements or perquisites, a policy prohibiting hedging and discouraging pledging of Company stock, and a holding period requirement on executive stock ownership.

●

Consistent with the above, 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 do not include tax gross-up provisions.

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

(iii)


2016Frequency of advisory votes on executive officer compensation

As required pursuant to Section 14A of the Securities Exchange Act, shareholders are asked to vote on a non-binding basis on the frequency with which the Company should conduct any required shareholder advisory vote on named executive officer compensation (“Say When on Pay”).

Based on input from our 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 of Directors recommends that the Say on Pay vote continue to be held every year.

Please see “Item 4—Advisory Vote Regarding Frequency of Future Advisory Votes on Named Executive Officer Compensation” for more information.

Auditors

We ask that the shareholders approve the selection of Ernst & Young LLP as our registered independent public accounting firm for fiscal year 2017. Please see “Item 5—Approval of Registered Independent Public Accounting Firm” for more information, including the amount of fees for services provided in 2015 and 2016.

2018 Annual Meeting

●

Shareholder proposals submitted for inclusion in our 20162018 Proxy Statement pursuant to Rule 14a-8 of the Exchange Act must be received by us no later than November 12, 2015.8, 2017.

●

Notice of shareholder proposals for the 20162018 Annual Meeting of Shareholders, submitted other than pursuant to Rule 14a-8, must be delivered to us no earlier than November 12, 20158, 2017 and no later than December 12, 2015.8, 2017.

Please see “Shareholder Proposals for the 20162018 Annual Meeting” for more information.

(iii)(iv)


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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

March 6, 20158, 2017

To the Shareholders:

The Annual Meeting of Shareholders of Stanley Black & Decker, Inc. will be held at the Stanley Black & Decker University,John F. Lundgren Center for Learning and Development, 1000 Stanley Drive, New Britain, Connecticut 06053 on April 16, 2015,20, 2017, at 9:30 a.m. for the following purposes:

(1)To elect the Board of Directors of Stanley Black & Decker, Inc.;
 
(2)To approve the selection of Ernst & Young LLP as the Company’s registered independent public accounting firm for the 2015 fiscal year;2017 Management Incentive Compensation Plan;
 
(3)To approve, on an advisory basis, the compensation of the Company’s named executive officers;
(4)To recommend, on an advisory basis, the frequency with which the Company should conduct future shareholder advisory votes on named executive officer compensation;
(5)To approve the selection of Ernst & Young LLP as the Company’s registered independent public accounting firm for the 2017 fiscal year; and
 
(4)(6)To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

Shareholders of record at the close of business on February 20, 201517, 2017 are entitled to vote at the meeting and any adjournment or postponement thereof.

Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to Be Held on April 16, 2015:20, 2017: This Proxy Statement, together with the Form of Proxy and our Annual Report, are available free of charge by clicking on “SEC Filings” under the Investor section of the Company’s website (www.stanleyblackanddecker.com)(www.stanleyblackanddecker.com).

 
Bruce H. Beatt

Secretary


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

PROXY STATEMENT FOR THE APRIL 16, 201520, 2017 ANNUAL MEETING OF SHAREHOLDERS

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of Stanley Black & Decker, Inc. (the “Company”), a Connecticut corporation, to be voted at the 20152017 Annual Meeting of Shareholders, and any adjournment or postponement thereof (the “Annual Meeting”), to be held on the date, at the time and place, and for the purposes set forth in the foregoing Notice. No business may be transacted at the Annual Meeting other than the business specified in the Notice of the Annual Meeting, business properly brought before the Annual Meeting at the direction of the Board of Directors, and business properly brought before the Annual Meeting by a shareholder who has given notice to the Company’s Secretary that was received after November 11, 20149, 2016 and beforeno later than December 11, 2014.9, 2016. The Company did not receive anyhas received no such notice. Management does not know of any matters to be presented at the Annual Meeting other than the matters described in this Proxy Statement. If, however, other business is properly presented at the Annual Meeting, the proxy holders named in the accompanying proxy will vote the proxy in accordance with their best judgment.

This Proxy Statement, the accompanying Notice of the Annual Meeting and the enclosed proxy card are first being mailed to shareholders on or about March 6, 2015.8, 2017.

ITEM 1—ELECTION OF DIRECTORS

At the 20152017 Annual Meeting, the shareholders will be asked to elect all of the nominees set forth below to the Board of Directors. Each director, if elected, will serve until the 20162018 Annual Meeting and until the particular director’s successor has been elected and qualified.

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



Information Concerning Nominees for Election as Directors

ANDREA J. AYERS, President and Chief Executive Officer of Convergys Corporation, has been a director of the Company since December 2014.

Ms. Ayers has served as President and Chief Executive Officer of Convergys Corporation since November 2012, and a director of Convergys since October 2012. From 2008 – 2012, Ms. Ayers served as President of Convergys Customer Management Group, Inc., and from 2010-2010 – 2012 Ms. Ayers also served as Chief Operating Officer of Convergys Customer Management Group Inc.

Ms. Ayers is 5153 years old and is a member of the Compensation &and Organization Committee and of the Finance &and Pension Committee.

Ms. Ayers had a significant role in the transformation of Convergys from a company with three business lines to a customer management solutions company with approximately 125,000 employees worldwide. She has expertise in multi-channel customer experience, customer management analytics and technology. Ms. Ayers’ experience and expertise will provide a valuable resource to the Board and management.

  

GEORGE W. BUCKLEY, retired, Executivewas elected Chairman of 3M Company,the Board effective January 1, 2017 and has been a director of the Company since March 2010. From April 2015 through December 2016, he served as Lead Independent Director of the Board.

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

Mr. Buckley, who is 68,70, is Chair of the Executive Committee and a member of the Audit Committee and of the Compensation and Organization Committee.

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


  

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

Mr. Campbell served as Senior Vice President and Chief Financial Officer of 3M Company from 2002 to 2011. Prior to his tenure with 3M, Mr. Campbell had been Vice President of International and Europe for General Motors Corporation where he served in various finance related positions during his 25-year career with that company. Mr. Campbell is currently a director of SPX Flow, Inc. and of Herc Holdings, Inc.; within the past five years he has served as a director of SPX Corporation and of Solera, Inc.

Mr. Campbell is 6264 years old and is Chair of the Compensation and Organization Committee and a member of the Audit Committee the Finance and Pension Committee and of the Executive Committee.

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




CARLOS M. CARDOSO, retired ChairmanPrincipal of the Board, President and Chief Executive Officer of Kennametal, Inc.CMPC Advisors LLC., has been a director of the Company since October 2007.

Mr. Cardoso joined CMPC Advisors LLC in January 2015. Prior to that, he served as Chairman of Kennametal, Inc. from January 2008 until December 31, 2014 and as President and Chief Executive Officer of Kennametal from January 2006 until December 31, 2014. Mr. Cardoso had joined Kennametal in 2003 and served as Vice President, Metalworking Solutions and Services Group and then as Executive Vice President and Chief Operating Officer before he became President and Chief Executive Officer. Prior to his tenure with Kennametal, Mr. Cardoso was President of the Pump Division of Flowserve Corporation from 2001 to 2003. Mr. Cardoso also serves as a director of Hubbell Incorporated.

Mr. Cardoso is 5759 years old and is a member of the Corporate Governance Committee and of the Compensation and Organization Committee.

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


  

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

Mr. Coutts served as an Executive Vice President of Lockheed Martin Corporation from 1999 through 2007, first as Executive Vice President, Systems Integration from 1999-2003, and then as Executive Vice President, Electronic Systems of Lockheed Martin from 1998 through 2008.2003-2007. While at Lockheed Martin, Mr. Coutts also served as Chairman of Sandia National Laboratories. Prior to his tenure with Lockheed Martin, Mr. Coutts held senior management positions over a 20-year period with the General Electric Company. In addition, he is a director of Hovnanian Enterprises, Inc., and of Siemens Government Technologies, Inc. Within the past five years, Mr. Coutts has served on the board of Pall Corporation.

Mr. Coutts is 6567 years old and is Chair of the Corporate Governance Committee and a member of the FinanceCompensation and PensionOrganization Committee and of the Executive Committee.

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




DEBRA A. CREW, President and Chief CommercialExecutive Officer, R.J. Reynolds Tobacco Co.American Inc., has been a director of the Company since December 2013.

Ms. Crew was electedassumed the position of President and Chief Executive Officer of Reynolds American Inc. effective January 1, 2017; she became a director of Reynolds American at the same time. Prior to that, she served as President and Chief Commercial Officer of R.J.R. J. Reynolds Tobacco Co. from October 1, 2014 to October 1, 2015 and as President and Chief Operating Officer of the company effective October 1, 2014.2015 to December 31, 2016. Before joining R.J. Reynolds Tobacco, Ms. Crew had served as President and General Manager, Pepsico North America Nutrition from August 2014 to September 2014, as President, Pepsico Americas Beverages from August 2012 through August 2014 and as President, Western European Region of PepsiCo Europe from April 2010 through August 2012. Prior to her tenure with PepsiCo, Ms. Crew had been the General Manager and Chief Marketing Officer, Petcare US at Mars, Inc. from 2008 to 2010; Senior Vice President-Marketing, Frozen Snacks at Dreyer’s Grand Ice Cream (a divisionheld positions of Nestle S.A.) where she held a series of management roles from 2004 to 2008; and Category Business Director, Foodservice Divisionincreasing responsibility at Kraft Foods, where she held a series of management positionsNestlé S.A. and Mars, Inc. from 1997 to 2004. From 1993 –to 1997, Ms. Crew served as a captain in the US Army, in military intelligence.

Ms. Crew is 4446 years old and is a member of the Corporate Governance Committee and of the Finance &and Pension Committee.

Ms. Crew brings to the Board an impressive record of success with leading global consumer products companies as well as a broad range of experience in marketing, operations and strategy. Ms. Crew’s global perspective, combined with proven commercial capabilities and exposure to world-class innovation planning processes, provides tremendous value to the Company’s pursuit of profitable growth.




BENJAMIN H. GRISWOLD, IV, Chairman, Brown Advisory, has been a director of the Companysince March 2010.

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

Mr. Griswold, who is 74, is Chair of the Compensation and Organization Committee and a member of the Audit Committee and of the Executive Committee.

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

 

ANTHONY LUISO, retired, President-Campofrio Spain, Campofrio Alimentacion, S.A.,MICHAEL D. HANKIN, President and Chief Executive Officer, Brown Advisory Incorporated, has been a director of the Company since March 2010.April 2016.

Mr. Luiso was employed by Arthur Andersen & Co. and, in 1971, joined Beatrice Companies, Inc. He held various positions at Beatrice, including President andHankin has served as Chief OperatingExecutive Officer of Brown Advisory since 1998, when the International Food Division and President and Chief Operating Officerfirm was purchased from Alex. Brown & Sons by a group of Beatrice U.S. Food.employees. From 1993 to 1998, Mr. Luiso left Beatrice in 1986 to become GroupHankin served as Executive Vice President and Chief Operating Officer of Alex. Brown Investment Advisory & Trust Company, a subsidiary of Alex. Brown Incorporated, where he helped create the Foodservice Groupbusiness that became Brown Advisory. Prior to that, Mr. Hankin was a partner at Piper & Marbury (now DLA Piper), where he specialized in business and tax law. Mr. Hankin is a director of International Multifoods CorporationBrown Advisory Funds and servedof Brown Advisory Funds plc.

During Mr. Hankin’s tenure as Chairman of the Board, President, and Chief Executive Officer of that corporation until 1996. He served as Executive Vice President of Tri Valley Growers during 1998. In 1999, he joined Campofrio Alimentacion, S.A.,Brown Advisory, the leading processed meat productsfirm has grown from a company with approximately $1.5 billion assets under management to a company with over $50 billion assets under management and has expanded its operations throughout the United States and in Spain, as President-InternationalEurope, Brazil and subsequently served as President of Campofrio Spain through 2001.Asia.

Mr. Luiso, whoHankin is 71,59 years old, and is Chaira member of the Audit Committee and a member of the Corporate Governance CommitteeFinance and of the ExecutivePension Committee.

Based on Mr. Luiso’s service asHankin’s experience building and running a directorsuccessful, complex and increasingly global company, his familiarity with financial and investment planning and analysis and his understanding of Black & Deckercapital structure and valuation issues make him a valuable resource for over 20 years, he has extensive knowledge of the Black & Decker business. This knowledge, together with his prior management experience, is of great value to the Board and management.




JOHN F. LUNDGREN, ChairmanJAMES M. LOREE, President and Chief Executive Officer of the Company, has been a director of the Company since March 2004.July 2016.

Mr. Lundgren servedLoree joined the Company in July 1999 as ChairmanVice President, Finance and Chief Financial Officer. He was named Executive Vice President and Chief Financial Officer in September 2002, Executive Vice President and Chief Operating Officer in January 2009, President and Chief Operating Officer in January 2013, and President and Chief Executive Officer of the Company from March 2004 through March 2010. In connection with the merger with Black & Decker, Mr. Lundgren relinquished his role as Chairman of the Board on March 12, 2010. On March 13, 2013, Mr. Lundgren again assumed the role of Chairman of the Board in addition to his role as Chief Executive Officer.July 2016. Before he joined the Company, Mr. LundgrenLoree held positions of increasing responsibility in financial and operating management in industrial businesses, corporate and financial services at General Electric from 1980 to 1999. Within the past five years, Mr. Loree has served as President-European Consumer Products of Georgia Pacific Corporation from 2000 to 2004. Formerly, he had held the same position with James River Corporation from 1995 to 1997 and Fort James Corporation from 1997 to 2000 until its acquisition by Georgia-Pacific. Mr. Lundgren also serves on the board of Callaway Golf Company.Harsco Corporation and as Chair of Harsco’s Audit Committee.

Mr. LundgrenLoree is 6358 years old and is Chair of the Executive Committee.old.

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

 

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

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

Ms. Parrs is 7072 years old and is a memberChair of the Audit Committee and a member of the Compensation and Organization Committee and the Executive Committee.

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

 

ROBERT L. RYAN, retired, Senior Vice President and Chief Financial Officer, Medtronic Inc., has been a director of the Company since March 2010.

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

Mr. Ryan, who is 71,73, is Chair of the Finance and Pension Committee and a member of the Corporate Governance Committee and of the Executive Committee.

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




Board of Directors

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

Board Leadership Structure. Effective January 1, 2017, the Company separated the offices of Chairman and Chief Executive Officer, with a non-management Director serving as Chairman. Under the terms of the Company’s Bylaws and Corporate Governance Guidelines, the Chairman presides at all meetings of the Board at which he is present and, jointly with the Lead Independent Director,Chief Executive Officer, establishes a schedule of agenda subjects to be discussed during the year at the beginning of each year and the agenda for each Board meeting. The Lead Independent Director presides at executive sessions of the Board and at any meeting of the Board at whichIf the Chairman is not present, participates in the establishment of agendas as described in the preceding sentence, ensures that the views, opinions and suggestions of the other independent directors are adequately broughtDirectors present will designate a person to the attention of the Chairman and, together with the Chairman, ensures that such views, opinions and suggestions are adequately addressed with the Board.preside.

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

MeetingsMeetings.. The Board of Directors met fivenine times during 2014.2016. The Board’s standing committees met the number of times shown in parentheses: Executive (0), Audit (4), Corporate Governance (4), Finance and Pension (3), and Compensation and Organization (4). The members of the Board serve on the committees described in their biographical material on pages 2-5. In 2014,2016, each incumbent director attended at least 75% of the aggregate number of meetings of the Board of Directors and committees of the Board of Directors on which such director served that have been held since the director became a member of the Board or the applicable committees. Although the Company has no formal policy regarding attendance by members of the Board of Directors at the Company’s Annual Meetings, all of the members of the Board of Directors attended the 20142016 Annual Meeting.

Director Independence. The Board of Directors has adopted Director Independence Standards which are available free of charge on the “Corporate Governance” section of the Company’s website (which appears under the “Investors” heading) atwww.stanleyblackanddecker.com. The Board of Directors has made the determination that all director nominees standing for election, except Mr. Lundgren,Loree, are independent according to the Director Independence Standards, the applicable rules of the Securities and Exchange Commission, and as independence is defined in Section 303A of the New York Stock Exchange listing standards. It is the policy of the Board of Directors that every member of the Audit, Corporate Governance and Compensation and Organization Committees should be an independent director. The charters of each of these committees and the Board of Directors Corporate Governance Guidelines are available free of charge on the “Corporate Governance” section of the Company’s website atwww.stanleyblackanddecker.com or upon written request to Stanley Black & Decker, Inc., 1000 Stanley Drive, New Britain, Connecticut 06053, Attention: Investor Relations. Changes to any committee charter, the Director Independence Standards or the Corporate Governance Guidelines will be reflected on the Company’s website.

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

Audit CommitteeCommittee.. The Audit Committee has sole authority to appoint or replace the Company’s independent auditing firm and is directly responsible for the compensation and oversight of the work of the Company’s independent auditing firm for the purpose of preparing or issuing an audit report or related work. The Audit Committee nominates the Company’s independent auditing firm, reviews the scope of the audit, approves in advance audit and non-audit services, and reviews with the independent auditors and the Company’s internal auditors their activities and recommendations, including their recommendations regarding internal controls and critical accounting policies. The Audit Committee also is involved in the selection of the lead partner on the Company’s account with its independent auditing firm, whose policies are in accordance with SEC rules requiring that the lead partner be replaced at least once every five years. In order to assure continuing



auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the Company’s independent auditing firm. The Audit Committee meets with the independent auditors, the internal auditors, and management, each of whom has direct and open access to the Audit Committee. The Board of Directors



has made the determination that all of the members of the Audit Committee are independent according to the Director Independence Standards, the applicable rules of the Securities and Exchange Commission, and as independence is defined in Section 303A of the New York Stock Exchange listing standards. The Audit Committee has issued a standing invitation to all members of the Board of Directors to attend Audit Committee meetings. The Board of Directors has determined that Anthony Luiso, Patrick D. Campbell, Anthony LuisoMichael D. Hankin and Marianne M. Parrs each 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 four times during 20142016 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 four 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 2014:2016: Andrea J. Ayers, George W. Buckley, Patrick D. Campbell (Chair), Carlos M. Cardoso, Benjamin H. Griswold, IV (Chair),Robert 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 2014 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 Chairs – $20,000; and $15,000 per year for the chairs of the Corporate Governance Committee and the Finance and Pension Committee. The Lead Independent Director fee was $25,000 per year.Committee – $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.



Director Compensation Table

The Company also grants itscompensation paid to each of the Company’s non-employee directors Restricted Stock Unitsduring 2016 is as follows:

Name    Fees
Earned
or Paid
in Cash
($)		    Stock
Awards
($)		    Option
Awards
($)		    Non-Equity
Incentive Plan
Compensation
($)		    Change in
Pension Value
and
Non-qualified
Deferred
Compensation
Earnings
($)		    All Other
Compensation
($)		    Total
($)
(a)(b)(c)(d)(e)(f)(g)(h)
Andrea J. Ayers125,000125,0000000250,000
George W. Buckley150,000125,0000000 275,000
Patrick D. Campbell145,000125,00000010,000280,000
Carlos M. Cardoso125,000125,00000013,818263,818
Robert B. Coutts140,000125,000 0 0013,276278,276
Debra A. Crew125,000125,000000 0250,000
Michael D. Hankin87,158 125,00000 00212,158
Anthony Luiso131,096125,00000019,623275,719
Marianne M. Parrs138,890125,0000009,036272,926
Robert L. Ryan140,000125,00000010,320275,320

Footnote to Column (c) of Director Compensation Table:
The amount set forth in column (c) reflects the grant date fair value of 1,151 restricted share-based grants, with dividend equivalent rights, pursuantthat were granted to the Company’s Restricted Stock Unit Plan for Non-Employee Directors (the “Director RSU Plan”).each director on April 20, 2016. These Awards are fully vested at the time of grant and entitle each recipient to a cash payment equal to the market value of a share of Company common stock at the time of settlement plus accrued dividends from the date of grant. The settlement date is the date specified by the director as the date, or dates, on which distributions are to be made following the date on which the director ceases to be a director of the Company. Distributions may be made in a single lump sum in the first year following the termination of the director’s service or in up to ten equal annual installments, at the election of the director. On April 15, 2014,The aggregate grant date fair value associated with the 2016 equity awards determined in accordance with FASB Codification Topic 718—Stock Compensation was $1,250,000.

Footnote to Column (g) of Director Compensation Table:
The amount set forth in column (g) reflects (i) the cost to the Company of providing products to the Directors under the Directors Product Program; (ii) payments made to Mr. Luiso pursuant to a retirement program applicable to directors of The Black & Decker Corporation who were elected directors prior to 1994 and served on the Black & Decker Board of Directors for at least five years; and (iii) amounts the Company contributed under its Matching Gift Program to match charitable contributions made by Directors. The Company’s Matching Gift Program applies to all employees, retirees and directors of the Company; pursuant to that Program, the Company matched up to $10,000 of total gifts made by a participant to qualified charitable organizations during 2016. The Company has increased the amount that will be matched for all participants to $20,000 for 2017.

Director Equity Award Table

The aggregate number of stock awards and the aggregate number of option awards outstanding at fiscal year-end for each non-employee director ofis as follows:

Name     Aggregate Stock-Related Awards
Outstanding (#)		     Aggregate Option
Awards Outstanding (#)
Andrea J. Ayers2,4420
George W. Buckley10,6760
Patrick D. Campbell12,676 0
Carlos M. Cardoso14,6760
Robert B. Coutts 14,6760
Debra A. Crew4,0180
Michael D. Hankin1,1510
Anthony Luiso8,8850
Marianne M. Parrs14,6760
Robert L. Ryan10,6760

Footnote to Director Equity Award Table
The Aggregate Stock-Related Awards reported in the Company received 1,576table above are Restricted Stock Units with dividend equivalent rights pursuantawarded under the Company’s Restricted Stock Unit Plan for Non-Employee Directors. The terms of these awards are described above in footnote (c) to the Director RSU Plan.Directors’ Compensation Table. Non-Employee Directors may alsoare not eligible to receive Company products with an aggregate value of up to $5,000 annually.stock options under the Company’s existing equity plans.



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 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 2014,2016, subjects covered with Board members included current trends in corporate governance, executive compensation, cyber security, intellectual property protection, the digital revolution and enterprise risk management.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 20, 2015,17, 2017, except as shown in this table.table.

(2) Name and address of(3) Amount and nature of(4) Percent of
(1) Title of classbeneficial ownerbeneficial ownershipclass(2) Name and address of
beneficial owner		(3) Amount and nature of
beneficial ownership		(4) Percent of
class
Common Stock       BlackRock, Inc.       12,485,446  (10,898,981 sole voting       8%     BlackRock, Inc.     9,455,081     (7,938,301 sole voting power;     6.3%
$2.50 par value55 East 52ndStreetpower; 12,485,446 sole 55 East 52ndStreet9,455,081 sole dispositive power) 
New York, NY 10055
New York, NY 10022 dispositive power)
Common StockThe Vanguard Group9,945,270(267,918 sole voting6.34%JP Morgan Chase & Co.12,810,720(11,242,311 sole voting power;8.5%
$2.50 par value100 Vanguard Blvd.power; 9,692,890 sole270 Park Avenue81,934 shared voting power;
Malvern, PA 19355dispositive power;New York, NY 1001712,636,049 sole dispositive power;
252,380 shared170,411 shared dispositive power)
dispositive power) 
Common StockState Street Corporation8,740,509(8,740,509 shared voting5.6%State Street Corporation7,585,442(7,585,442 shared voting power;5.0%
$2.50 par valueState Street Financial Centerpower; 8,740,509 sharedState Street Financial Center7,585,442 shared dispositive power)
One Lincoln Streetdispositive power)One Lincoln Street
Boston, MA 02111Boston, MA 02111
Common StockBarrow, Hanley,8,296,082(3,996,270 sole voting5.3%The Vanguard Group11,517,741(236,905 sole voting power;7.6%
$2.50 par valueMewhinney & Strauss, LLPpower; 4,299,812 shared 100 Vanguard Blvd.26,725 shared voting power;
2200 Ross Avenue, 31stFloorvoting power; 8,296,082Malvern, PA 1935511,256,749 sole dispositive power;
Dallas, TX 75201-2761sole dispositive power)260,992 shared dispositive power)

*

The information in the foregoing table is drawn from Schedule 13G reports filed with the Securities and Exchange Commission on or before February 20, 2015.

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 20, 2015,17, 2017, the executive officers, nominees, and directors as a group owned beneficially 1.4%1.15% of the outstanding common stock. The following table sets forth information regarding beneficial ownership as of February 20, 201517, 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
NameOwnedClass OwnedCommon Shares
Owned		Percent of
Class Owned
Donald Allan, Jr.153,507(1)(4)    *    135,736     (1)(6)     *
Jeffery D. Ansell114,125(1)(3)*59,875(1)(4)(5)*
Andrea J. Ayers0*2,481(3)*
George W. Buckley15,351*15,351*
Patrick D. Campbell12,156(2)* 15,439(3)*
Carlos M. Cardoso13,478(2)*14,039 (3)*
Robert B. Coutts14,754(2)*18,034(3)*
Debra A. Crew1,558 (2)* 4,004(3)*
Benjamin H. Griswold, IV50,000 *
Michael D. Hankin1,645(3)*
James M. Loree370,223(1)(3)(4)*691,013(1)(2)(4)*
Anthony Luiso82,798(2)*77,524(3)*
John F. Lundgren845,309(1)*
Marianne M. Parrs8,294(2)*8,473(3)(5)*
Jaime A. Ramirez34,235(1)(3)*60,197(1)(4) *
Robert L. Ryan9,614(2)*12,595 (3)(5)*
Directors, nominees and executive officers as a group (29 persons)2,165,358(1)-(4)1.4%
John H. Wyatt92,233(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 27, 201520, 2017 as follows: Mr. Allan, 50,000;70,000; Mr. Ansell, 25,000;45,000; Mr. Loree, 215,850; Mr. Lundgren, 412,500;275,000; Mr. Ramirez, 35,124;37,500; Mr. Wyatt, 34,412; and all directors, nominees and executive officers as a group, 1,019,503.691,287. Includes shares that may be acquired throughdelivered pursuant to the vesting of RSUsCompany’s 2014 – 2016 performance award program on or before April 27, 2015February 22, 2017 as follows: Mr. Allan, 25,000;7,973; Mr. Ansell, 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, 395,000.67,750.
(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 director fees as follows: Ms. Ayers, 2,481; Mr. Campbell, 12,156;15,439; Mr. Cardoso, 13,478;14,039; Mr. Coutts, 14,754;18,034; Ms. Crew, 1,558;4,004; Mr. Hankin, 745; Mr. Luiso, 8,306;11,032; Ms. Parrs, 4,294;4,473; Mr. Ryan, 7,553;10,534; and all directors as a group, 62,099.80,781.
(3)(4)Includes shares held as of February 20, 201517, 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, 1,278/1,171;1,323; Mr. Loree, 685/2,148;708; Mr. Ramirez, 5/0;5; and all executive officers as a group, 5,052/3,851.5,027.

(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. Allan, 4,000; Mr. Loree, 40,000; and all executive officers as a group, 44,000.

4,000.



Audit Committee Report

In connection with the financial statements for the fiscal year ending January 3, 2015,December 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 Luiso

Marianne M. Parrs (Chair)
George W. Buckley
Patrick D. Campbell
Benjamin H. Griswold, IV
Marianne M. Parrs

Michael 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, IV

Patrick 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

Company PerformanceFiscal 2016 Business Highlights

The Company’s financial performance was strong in 2014, with revenue up 4%, a 14% increase in diluted earnings per share from continuing operations (excluding charges), 9.2Company delivered record EPS of $6.51 and 10.6 working capital turns during 2016. Other metrics also were strong, with organic sales growth of 4%, and recordcontinued strong operating cash flow. This strong performance is reflected in our share price, which increased from a closing price of $106.73 on the last day of the 2015 fiscal year to $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 share 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 during 2016.

CEO Transition

On July 31, 2016, after twelve years as the Company’s Chief 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 served most recently as the Company’s President and Chief Operating Officer, was promoted to Chief Executive Officer and appointed a member of the Board of Directors. To facilitate this transition, John Lundgren will continue in the employ of the Company as a Special Advisor through April 30, 2017.

Performance Over the Last Three Years

A substantial portion of our 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 seen revenue growth approaching 5%, from $10.9 billion for the 2013 fiscal year to $11.4 billion in 2016, an increase in our share price from a closing price of $81.01 on the last business day of our 2013 fiscal year to a closing price of $96.02$114.69 on the last business day of the 20142016 fiscal year. The increased stockyear; and annualized TSR (which includes both growth in share price and strong dividend growth made possible by our success resulted in a total shareholder returnthe impact of 21% for the 2014 fiscal year, which places us in the top quartile of our peer group.

Those of our shareholders who held shares in The Stanley Works or The Black & Decker Corporation when we announced the merger of these two companies in November 2009 have seen an even greater return since the date of that announcement, as the chart below reflects.

Our performancereinvested dividends), over thethis three year period, that ended with the Company’s 2014 fiscal year was not as strong as our 2014 performance or our longer term performance, and that is reflected in the compensation paid to our executives for the three year performance period that ended with the 2014 fiscal year.of 16%.

Executive CompensationOur Pay-for-Performance Philosophy

Our compensation programs are designed to incentivize our employees to achieve or exceed objective financial goals established for the Company and deliver superior returns to our shareholders. As depicted in the charts below, approximately 75-85%75% – 85% of our executives’ target compensation opportunity is variable and is tied directly to the achievement of financial goals 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.

2014 Named Executive Officer Pay Mix at Target13



The rewards earned by our executives in 20142016 reflect our achievement relative to our pre-established goals, including:

●Pay and Performance: Considering 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 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 (2011-2013)(2013 – 2015) for the Chief Executive Officer and other named executive officers showed strongreasonable alignment with our TSR performance. In this three-year period, in which our TSR and pro-forma composite financial performance were in or close toat the bottom quartile of our peer group,61st and 49th percentile, respectively, CEO realizable pay was at the lowest69th percentile in our peer group and realizable pay for our other named executive officers, in aggregate, was at the 19th percentile relative to our peers.group.

●

Annual Incentive Compensation -– Management Incentive Compensation Awards (“MICP Awards”):The Company’s performance in 20142016 resulted in a weighted payout across all measures of 77.8%-195.6%85.4% – 196.1% of target for the Company’s named executive officers, as detailed on page 17.20.

●

Long-Term Incentives -– Performance Units: The Company’s performance during the 2012-20142014 – 2016 performance cycle resulted in a weighted average goal achievement across all measures of 31.3%172.7% of target, as detailed on page 20.24. Over the three year performance period we achieved TSR at the 3686th percentile of theour LTIP peer group. The EPS and return on capital employed (“ROCE”) results for 2013 and 2014 fell below threshold and as a result, there was no payout with respect to those metrics for the 2013 and 2014 years within the 2012-2014 cycle.

●

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 targetthe annual total pay,compensation opportunity for our named executive officers, on average, and supports the retention and stability goalgoals 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.

Strong Governance Practices

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

●✓Robust stock ownership guidelines of 10x6x 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.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-controlchange in control of the Company and termination of employment in order for replacement awards to vest under our annual MICPManagement Incentive Compensation Plan and our Long-Term Incentive Compensation Plan.
●No tax gross-ups on perquisites.
●✓Compensation program risk assessment conducted annually and reviewed by the Compensation Committee.
●✓Policy regarding forfeiture of incentive awards in the event of a financial restatement under certain circumstances.
●✓Policies prohibiting hedging and discouraging pledging of Company stock.
●✓Executive compensation opportunity is benchmarked at the 50th percentile of our peers.

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●✓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.
●Internal pay ratio between our Chairman and Chief Executive Officer and our President and Chief Operating Officer is not excessive.
●✓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.

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 as evidenced by the Say on Pay vote in each of the last three years, in which over 92%93% of those who voted supported our Management Say on Pay proposal, and 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 20152017 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, helps to ensure that the Company can attract and retain the high caliber of executive talent it seeks. In 2014,2016, 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, annual compensation (at target opportunity) was slightly abovealigned with the intended median positioning.

          Base Salary     Target Total Cash     Target Total Compensation
Targeted Positioning:PositioningMedianmedianMedianmedianMedianmedian
Actual Positioning:Positioning vs.  
       - vs. Peer Group2%At the median3% above Medianmedian4%1% above Median9% above Medianmedian

Use of Peer Companies and Benchmarking

Our Compensation Committee annually reviews market data compiled by Willis 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 16 companies listed below (our “Peer Group”). In determining which companies should be included in our Peer Group for compensation purposes, the Committee considered several factors, including the revenue, market capitalization and industry.

15



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.Parker Hannifin Corporation
Dover Corp.Rockwell Automation, Inc.†
Eaton Corp.The Sherwin-Williams Company
Emerson Electric Co.Textron Inc.
Illinois Tool Works, Inc.Tyco International plc**
Ingersoll-Rand plcWhirlpool 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.


The data derived 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.

Role & Process of the Compensation Committee

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

●monitors and evaluates executive compensation by annually reviewing

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
  
●annually reviews market data compiled by 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 (our “Peer Group”). The median 2014 revenue of these 16 companies was $12 billion, and the median market cap as of the end of 2014 was $17.1 billion, as compared to 2014 revenue for the Company of $11.3 billion and market cap for the Company at the end of 2014 of $15.1 billion.

Danaher Corp.Ingersoll-RandSherwin Williams
Dover Corp.Jarden Corp.SPX Corp.
Eaton CorporationMasco Corp.Textron
Emerson ElectricNewell RubbermaidTyco International
Illinois Tool WorksParker HannifinW. W. Grainger
Whirlpool Corp.

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

Each year, the Company’s financial performance, includingCompensation 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 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, in consultation with our compensation consultant,consultants, assesses whether the Company’s incentive programs are working as intended and paying for performance. As noted in

Annually Reviews the Executive Summary, compensation realizable by our Chairman and Chief Executive Officer and received by our named executive officers was strongly aligned with our performance over the three-year period ending with the 2013 fiscal year.
Company’s Financial
Performance

  

16




●

The Compensation Committee 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 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

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 operating budget, which are approved by our Board of Directors 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 has final authority over goal-setting and 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


Role of Independent Compensation Consultant

To enhance the Compensation Committee’s ability to perform its responsibilities, the Compensation Committee has for 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 legal and 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.

17




TypeObjective
Base SalaryReflect the skill and experience that our executive officers contribute to the Company on a day-to-day basis.
Annual Incentive CompensationBalance the complementary short-term goals of profitability and stability.
Long-term IncentivesIncentivize 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 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.Program Work

Base Salaries1. BASE SALARIES

The table below sets forth the base salaries of our named executive officers as of January 3, 2015.are 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. The base salaries of our named executive officers are aligned with median market levels.

January 3, 2015

John F. Lundgren$1,350,000
James M. Loree$810,000
Donald Allan, Jr.$625,000
Jeffery D. Ansell$625,000
Jaime A. Ramirez$400,000



Annual Incentive Compensation - MICP2. ANNUAL INCENTIVE COMPENSATION – MANAGEMENT INCENTIVE COMPENSATION PLAN

All of our executive officers, including the named executive officers, participate in annual incentive compensation programs under the Company’s 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


18



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. Lundgren150%
Mr. Loree100%
Mr. Allan100%
Mr. Ansell100%
Mr. Ramirez70%
Mr. Wyatt70%

The 20142016 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 gross margin percent.division organic 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.

Target awards are set as a percentage of each officer’s base salary in effect at the beginning of the performance period. For 2014, the named executive officer target bonus opportunities were: Mr. Lundgren – 150%, Mr. Loree – 100%, Mr. Allan – 100%, Mr. Ansell – 100% and Mr. Ramirez – 70%. 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. The weighting of measures, potential bonus payouts, and actual bonuses earned for 2014 performance are illustrated in the table below.

MICP Payout for 20142016 Performance

The corporate performance goals and results applicable to the MICP award program for the 20142016 performance period are illustrated below:

EPSCash Flow
Multiple		Organic Sales
Growth

                    2014 Actual     Threshold     Target     Maximum     2016 Actual
Result
ThresholdTargetMaximumResult
EPS$5.13$5.40$5.67$5.67
EPS (GAAP)$5.80$6.10$6.40  $6.51
Cash Flow Multiple90%105%120%>120%85%100%115%118%
Organic Sales Growth3%4%5%4.6%2.2%3.2%4.2%3.8%

The 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 set forth above and the results of their respective divisions, the Tools & Storage business (for Mr. Ansell), Engineered Fastening business (for Mr. Wyatt), and Global Emerging Markets business (for Mr. Ramirez),

19



weighted as reflected in the table below. Mr. Allan’s bonus was increased by $23,125 in recognition of his exemplary leadership within our local community. 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  GroupPotential Bonus PayoutsWeighted Avg.
    Payout Earned
on AllWeighting of Measures
CashOrganicOperatingWorkingOrganicMeasuresCorporateGroupPotential Bonus Payouts
EPSFlowSalesMarginCapitalSalesThresholdTargetMaximum(% of target)Payout  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. Lundgren40%40%20%0%0%0%$975,000$1,950,000$3,900,000191.3%$3,730,35040%40%20%0%0%0%$1,012,500$2,025,000$4,050,000192.3%$3,894,075
James M. Loree40%40%20%0%0%0%$405,000$810,000$1,620,000191.3%$1,549,53040%40%20%0%0%0%$420,000$840,000$1,680,000192.3%$1,615,320
Donald Allan, Jr.40%40%20%0%0%0%$312,500$625,000$1,250,000191.3%$1,218,75040%40%20%0%0%0%$327,500$655,000$1,310,000192.3%$1,259,565
Jeffery D. Ansell20%20%10%25%15%10%$312,500$625,000$1,250,000195.6%$1,222,50020%20%10%25%15%10%$332,500$665,000$1,330,000196.1%$1,304,065
Jaime A. Ramirez10% 10%5%35%15%25%$140,000$280,000$560,00077.8%$217,84010%10%5%35%15%25%$145,250$290,500$581,000184.2%$535,101
John H. Wyatt10%10%5%35%15%25%$184,532$369,064$738,12885.4%$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 2014,2016, the Company granted stock options, RSUs and performance-vestingperformance 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. The stock options and RSUs vest in four equal annual installments onchart below summarizes the first four anniversarieskey elements of the grant date; the stock options expire 10 years from the grant date. 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.

In 2014, the Committee revisited the performance goals for performance units and replaced the goal based on return on capital employed (“ROCE”) with a goal based on cash flow return on investment (“CFROI”). This change was made to align the performance goals for the 2014 – 2016 performance period with 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. When making this change, the Committee determined that the CFROI goals would be no easier to achieve than the ROCE goals that had been established for prior performance cycles. The performance units for the performance period commencing in 2014 will be earned or forfeited following the conclusion of a three yearthree-year performance cycle depending on the achievement of pre-established EPS and CFROI 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 near- and longer-term time horizons. 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 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 with 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 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 measures used in the performance unit program in the future, or the weighting of those measures, we believe that CFROI, 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 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, 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.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 grantTheCompensation 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 20132015 and 20142016 allocation of regular long-term incentive awards for our named executive officers:

          2014          2013     
Stock          PerformanceStockPerformance
OptionsRSUsUnitsOptionsRSUsUnits
 John F. Lundgren21%28%51%23%25%52%
James M. Loree23%32%45%26%28%46%
Donald Allan, Jr.25%35%40%28%31%41%
Jeffery D. Ansell25%35%40%29%32%39%
Jaime A. Ramirez31%41%28%34%37%29%


     20162015
Stock
Options		     RSUs     Performance
Units		     Stock
Options		     RSUs     Performance
Units
John F. Lundgren22% 28%50%22%27%51%
James M. Loree31%35%34%25%31%44%
 Donald Allan, Jr.32%35% 33%27%34% 39%
Jeffery D. Ansell32% 35% 33%27% 34% 39%
Jaime A. Ramirez35%38%27% 33% 40%27%
John H. Wyatt32%35%33%29%36%35%

The performance unit component of our current long-term incentive program is designed to pay out at market-competitive levels only when we achieve and sustain profitability and market return goals over three years. Accordingly, 40% of performance unit payouts are contingent upon improvement in 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, 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 CFROI computation is defined as cash from operations plus after-tax interest expense divided by the two point average of debt plus equity. 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 again re-evaluate the measures used in the performance unit program in the future, or the weighting of those measures, we believe that CFROI, 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.

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

Threshold, target and maximum EPS, ROCE 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 goals and resulting performance for the long-term performance periods discussed below are based on normalized earnings. The threshold and maximum performance goals for the 2013-20152015 – 2017 and 2014-20162016 – 2018 performance cycles are as follows (foron a GAAP basis inclusive of routine restructuring charges. For competitive reasons, the Company does not disclose target goals for performance cycles that have not yet been completed):

EPS    ROCE  TSR
            Threshold  MaximumThreshold  MaximumThresholdMaximum
2013-2015Year 1$4.98$6.08Year 19.7%11.7%25th
percentile		  75th
percentile
 PerformanceYear 2$5.30$6.48Year 210.0%12.0%
CycleYear 3$5.79$7.07Year 311.0%13.0%
 
EPSCFROITSR
ThresholdMaximumThresholdMaximumThresholdMaximum
2014-2016Year 1$4.86$5.94Year 19.0%11.0%25th
percentile		75th
percentile
PerformanceYear 2$5.45$6.67Year 210.0%12.0%
CycleYear 3$6.09$7.45Year 311.0%13.0%

completed. The award opportunities associated withthreshold and maximum performance goals for the 2013-20152015 – 2017 and 2016 – 2018 performance cyclecycles are set forth in the Company’s March 11, 2014 Proxy Statement on page 18.as follows:

EPSCFROITSR
          Threshold     Maximum          Threshold     Maximum     Threshold     Maximum
2015 - 2017Year 1$5.18$6.33Year 112.4%14.4%
PerformanceYear 2$5.61$6.85Year 212.6%14.6%25th75th
CycleYear 3$6.19$7.57Year 312.7%14.7%percentilepercentile
 
EPSCFROITSR
ThresholdMaximumThresholdMaximumThresholdMaximum
2016 - 2018Year 1$5.49$6.71 Year 1 12.5%14.5%
Performance Year 2 $5.77 $7.05Year 212.5%14.5% 25th75th
CycleYear 3$6.32$7.72Year 312.6% 14.6%percentile percentile

For the 2014-20162016 – 2018 performance cycle, 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 goals for the first and second years of the 2014-2016ofthe2016 – 2018 performance cycle are lower than those established for the same fiscal years in the 2013-20152015 – 2017 performance cycle primarily because of the performance of the Security segment in 2013 and foreign exchange rate pressures.pressure.

The award opportunities associated with the 2015 – 2017 performance cycle are set forth in the Company’s March 9, 2016 Proxy Statement on page 23. The following tables illustratetable illustrates the award opportunities associated with the 2014-20162016 – 2018 performance cycle.



2014-20162016 – 2018 Performance Cycle

Potential Performance Units EarnedPotential Performance Units Earned
     Threshold      Target       Maximum  Threshold     Target     Maximum
John F. Lundgren23,979 47,959 79,931 21,74543,49072,483
James M. Loree12,45124,90239,84311,275 22,55036,081
Donald Allan, Jr.3,8437,68615,3713,5177,03414,067
Jeffery D. Ansell3,8437,68615,3713,5707,141 14,282
Jaime A. Ramirez1,7223,4436,8861,5603,1196,239
John H. Wyatt2,0304,0598,118

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2012-20142014 – 2016 Performance Cycle

The goals, actual performance results and payouts associated with the recently completed 2012-20142014 – 2016 performance cycle are illustrated in the following two tables. The results achieved for the 2012-20142014 – 2016 performance cycle resulted in a weighted average goal achievement across all measures of 31.3%172.7% of target.* The results achievedactual weighted average payouts in shares as a percent of target are lower for Messrs. Lundgren and Loree than for the 2013other named executive officers because the percentage difference between their respective target and 2014 EPS and ROCE goals fell below threshold and as a result, no payout was made with respect to those metrics.maximum potential payouts is smaller than the spread for the other named executive officers.

Goals
EPS  ROCE   TSR
EPSGoals
CFROI		TSR
  Threshold  Target  Maximum  Achieved  Threshold  Target  Maximum  AchievedThreshold  Target  Maximum  Achieved   Threshold   Target   Maximum   Achieved      Threshold   Target   Maximum   Achieved   Threshold   Target   Maximum   Achieved
Y 1$5.26$5.85 $6.435.34Y 112.0%13.0%14.0% 12.0%25th
percentile		 50th
percentile		 75th
percentile		 36th
percentile		$4.86 $5.40$5.94$5.67Y 1 9.0% 10.0%11.0%13.1% 25th
percentile		 50th
percentile		 75th
percentile		 86th
percentile
Y 2$5.80 $6.45$7.09 5.29 Y 2 13.3% 14.3% 15.3%11.0%  $5.45$6.06$6.67 $6.16 Y 210.0%11.0%12.0% 12.9%
Y 3$6.38$7.097.806.00Y 313.9%14.9%15.9%10.9%$6.09$6.77$7.45$6.77Y 311.0%12.0% 13.0%16.1%

       * *

In determining whether the EPS and ROCECFROI performance goals were met for the 2012-20142014 – 2016 performance cycle, certain adjustments were made to reflectremove the impacteffects of recent acquisitionsrestructuring and divestitures.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 UnitActual PayoutAverage Payout 
Potential Performance Unit		Actual Payout
(shares)		Weighted
Average Payout
(% of target)
Threshold     Target     Maximum(shares)(% of target)ThresholdTargetMaximum
John F. Lundgren  23,767    47,535    79,224       14,874          31.3%        23,979        47,959       79,931            71,219          148.5%
James M. Loree12,35924,71839,5497,73531.3% 12,45124,90239,84335,759143.6%
Donald Allan, Jr.2,9155,83111,6621,82531.3%3,8437,68615,371 13,274172.7%
Jeffery D. Ansell2,6625,32410,6481,66631.3%3,843 7,686 15,371 13,274 172.7%
Jaime A. Ramirez9981,9963,99362531.3% 1,722 3,443 6,886 5,946172.7%
John H. Wyatt1,5823,1636,3275,463 172.7%

Special CompensationGrants in 2016

InOn October 21, 2016, pursuant to the agreement reached in connection with his December 2014 promotion to the position of President, Sales & Marketing, Global Tools and Storage, Mr. Wyatt received a special grant of 10,000 RSUs that will vest in full on November 1, 2018.

On December 2, 2016, the Compensation and Organization Committee identified a select groupapproved the grant of employees for whom the Company would provide one-time restricted stock unit awards to certain employees in order to mitigate retention risk, position the Company for future profitable growth and ensure the leadership remains engaged to deliver sustained strong performance. Recipients of these special retention awards included Messrs. Allan and Ansell, who received grants of 30,000 restricted stock units each,Mr. Wyatt and Mr. Ramirez, who received a grant ofwere awarded 20,000 and 10,000 restricted stock units.RSUs respectively. These awards were granted on December 5, 2014 and will vest in two equal installments on the fourthDecember 2, 2020 and fifth anniversaries of the grant date. The recipients must generally remain employed until the time of vesting, but the awards will vest in full if the participant’s employment terminates as a result of retirement, death or disability.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. Prior38.

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Retirement Agreement with Mr. Lundgren

On July 22, 2016, the Company announced 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 March 12, 2010 Merger, Black & Decker executives, includingCompany until April 30, 2017 as a Special Advisor with such duties as the Board might specify. Mr. Ramirez, accrued benefits under plans sponsoredLundgren also continued in his position as Chairman of the Board until December 31, 2016. In connection with Mr. Lundgren’s continued employment with the Company after August 1, 2016 as a Special Advisor, the Company and Mr. Lundgren entered into an Executive Retirement Agreement dated as of July 21, 2016, which supersedes the employment agreement that had been executed by Black & Decker. Effective January 1, 2011, those executives became eligible to participatethe Company and Mr. Lundgren in the StanleyNovember 2009.



Black & Decker Retirement Account Plan and the Stanley Black & Decker Supplemental Retirement Account Plan and their benefits under Black & Decker Plans were frozen and ceased to accrue unless there were accruals during a salary continuation period, as provided under such plans. See pages 32-33 for additionalAdditional information regarding this benefit.Mr. Lundgren’s agreement is set forth under the heading“Executive Officer Agreements”on page 40.

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,Mr. Loree

On July 21, 2016, the Company entered into an employment agreement 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 amendeda Letter Agreement (the “Code”“Letter”). In 2009, Mr. Lundgren’s agreement was again amended and restated in connection with the Merger and became effective upon completion of the Merger on March 12, 2010. On January 13, 2013, the Company and Mr. Lundgren agreed that his employment agreement was to be construed and interpreted to reflect (i) that he had ceased to serve as the President of the Company and (ii) that effective March 13, 2013, he would assume the additional role and responsibilities of Chairman of the Board of the Company.

In connection with the Merger, the Company also entered into a written employment agreement with James M. Loree in connection with Mr. Loree’s appointment to serve as Chief Executive Vice President and Chief Operating Officer that 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. On January 13, 2013,an “at will” basis and his employment may be terminated at any time for any reason. The Letter supersedes the employment agreement 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 had 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 now serves 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“Executive Officer Agreements”on pages 34-35.41-42.

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. 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 January 3, 2015December 31, 2016 to Messrs. Lundgren, Loree, Allan, Ansell, LoreeRamirez and RamirezWyatt in the event of termination following a change in control are set forth under the heading “Termination“Termination and Change in Control Provisions”beginning on page 35.42. 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 Mr.Messrs. Lundgren and Loree and $2,000 of Company products for other executive officers as more fully set forth on pages 25-26.30-31. 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. The Company does not provide tax gross-ups on any perquisites. As discussed on page 42, the Company agreed to provide Mr. Wyatt with certain additional benefits in connection with his 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. 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—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
CEO1,000%600% of base salary
COO and CFO500% of base salary
Other Executive Officers300% of base salary

Timing of Stock Option and RSU Grants

Annual 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 that would likely have an adverse impact on our ability to 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 page 17,pages 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 2014, 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 is a significant component ofgoals. To further minimize the bonus determination for division managers and employees, making it unlikelyrisk 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 18-20,20-24, 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

27



each performance award is contingent on achieving stated levels in EPS during the performance period, a portion is based on targets relating to ROCE or CFROI, and a portion is contingent on achieving TSR relative to a peer group. As noted on page 1921, the Company believes that using EPS and ROCE or CFROI as performance measures provides appropriate incentives for management to optimize the principal financial drivers that generate shareholder return and reinforce the Company’s quest for continued growth; including TSR as a performance measure encourages management to continuously benchmark Company performance against that of a broadly defined group of comparable companies, further supporting the Company’s quest for growth. In determining whether EPS and ROCE or CFROI goals have been met, the Compensation Committee retains the discretion to adjust the manner in which achieved EPS and ROCE or CFROI 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 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.

28



Summary Compensation Table

The table below summarizes the total compensation for the applicable periods for those individuals who served as Chief Executive Officer or Chief Financial Officer of the Company during the fiscal year ended January 3, 2015December 31, 2016 (“fiscal year 2014”2016”) and for the three most highly compensated executive officers of the Company serving as such at the end of fiscal year 20142016 other than the CEO and CFOthose three individuals (collectively the “named executive officers”). Mr. Ramirez hasWyatt was not previously been one of the Company’s named executive officers; theofficers until fiscal year 2015. The compensation data included for Mr. RamirezWyatt therefore covers only the 2014 fiscal year.years 2015 and 2016.

(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)(b)(c)(d)(e)(f)(g)(h)(i)(j)
Change in
Pension
Value and
Nonqualified
Non-EquityDeferred
StockOptionIncentive PlanCompensationAll Other
Name andSalaryBonusAward(s)AwardsCompensationEarningsCompensation
Principal Position   Year   ($)   ($)   ($)   ($)   ($)   ($)   ($)   Total
Name and
Principal Position		YearSalary
($)		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,20141,304,16705,763,0291,498,5003,730,350492,849348,58713,137,482   2016   1,387,500   0   5,732,302   1,645,512   3,894,075   772,645   371,546   13,803,580
Chairman and CEO20131,300,00005,273,4021,552,5001,727,700434,022379,53810,667,162
former Chairman and CEO20151,350,00005,907,3661,645,5002,731,7255,902,208477,46518,014,264
20121,270,83305,325,1461,301,2502,325,0002,324,469511,17513,057,87320141,304,16705,763,0291,498,5003,730,350492,849348,58713,137,482
James M. Loree,2014810,00003,276,946999,0001,549,5302,887,907229,1859,752,5682016992,50003,833,2024,757,2511,615,3201,189,211227,24012,614,724
President and COO2013810,00002,976,1811,035,000717,6602,825,465190,5798,554,885
President and CEO2015835,00003,279,9021,097,0001,092,6900261,7326,566,324
2012785,00003,027,988867,500967,2001,480,620203,8777,332,1852014810,00003,276,946999,0001,549,5302,887,907229,1859,752,568
Donald Allan, Jr.,2014625,00004,021,229399,6001,218,7500128,2416,392,8202016671,66701,258,748585,7501,259,5650131,0513,906,781
Senior Vice President and2013625,00001,048,601414,000553,750095,7162,737,067
CFO2012579,1670907,440347,000570,4000132,9912,536,998
Executive Vice President2015647,50001,164,881438,800843,1250138,2743,232,580
and CFO2014625,00004,021,229399,6001,218,7500128,2416,392,820
Jeffery D. Ansell,2014625,00004,021,229399,6001,222,5000111,0966,379,4252016660,83301,268,085585,7501,304,0650131,1483,949,881
Senior Vice President and2013579,16701,001,184414,000593,975094,8662,683,192
Group Executive,2012529,1670869,471347,000705,4000103,8832,554,921
Executive Vice President2015625,00001,164,881438,800858,7500 147,969 3,235,400
and Group Executive,2014625,00004,021,229399,6001,222,5000111,0966,379,425
Global Tools & Storage
Jaime A. Ramirez2014400,00001,638,358299,700217,84042,42254,0482,652,3682016425,00001,845,734351,450535,10111,14156,9093,225,335
Senior Vice President and2015412,5000686,806329,100280,000056,1941,764,600
President, Global
President – Global2014400,00001,638,358299,700217,84042,42254,0482,652,368
Emerging Markets
John H. Wyatt 2016541,66704,309,564351,450315,1810331,1555,849,017
President, Stanley2015540,000 0 1,521,346 219,400 414,9900493,9573,189,693
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 performance awards granted during the fiscal years ended December 31, 2016, January 2, 2016, and January 3, 2015, December 28, 2013, and December 29, 2012, 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 2014, 2013,2016, 2015, and 2012,2014, respectively, is as follows: Mr. Lundgren, $6,205,643/$6,139,763/$5,942,543/6,431,734/$5,933,085;6,205,643; Mr. Loree, $3,067,513/$3,037,795/$2,940,154/3,063,017/$2,961,825;3,067,513; Mr. Allan, $1,243,860/$1,227,574/$1,186,464/1,237,312/$873,367;1,243,860; Mr. Ansell, $1,243,860/$1,246,337/$1,091,556/1,237,312/$797,429;1,243,860; Mr. Ramirez, $544,454/$554,275/$557,232; and Mr. Ramirez, $557,232.Wyatt, $708,427/$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 31, 2016, January 2, 2016, and January 3, 2015, December 28, 2013, and December 29, 2012, 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 payable pursuant to the Company’s MICP for the 2014, 2013,2016, 2015, and 20122014 fiscal years, respectively, plus, for Mr. Ansell for fiscal year 2012, a retention bonus established in March 2010 in connection with the Merger.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: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 Works Supplemental Executive Retirement Program for fiscal year 2014the plans in which he is $492,849. 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 3338 for the assumptions used in making this calculation. For fiscal year 2013, the increase in actuarial present value of Mr. Lundgren’s benefit under The Stanley Works Supplemental Executive Retirement Program was $434,022. For fiscal year 2012, the increase in actuarial present value of Mr. Lundgren’s benefit under The Stanley Works Supplemental Executive Retirement Program was $2,324,469.

Increase in actuarial present value of Mr. Loree’s benefit under The Stanley Works Supplemental Executive Retirement Programcalculations for fiscal year 2014 is $2,887,907. See the footnote to Column (d) of the Pension Benefits Table on page 33 for the assumptions used in making this calculation. For fiscal year 2013, the increase in actuarial present value of Mr. Loree’s benefit under The Stanley Works Supplemental Executive Retirement Program was $2,825,465. 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.

Increase in actuarial present value of Mr. Ramirez’s benefit for fiscal year 2014 under the plans in which he was a participant is as follows: $17,717 under the Stanley Black & Decker Pension Plan (known prior to January 1, 2013 as The Black & Decker Pension Plan) and $24,705 under The Black & Decker Supplemental Pension Plan. See the footnote to Column (d) of the Pension Benefits Table on page 33 for the assumptions used in making these calculations.2016.

Footnote to Column (i) of Summary Compensation Table
This column reflects (i) Company contributions and allocations for Messrs. Lundgren, Loree, Allan, Ansell, Loree,Ramirez and RamirezWyatt under the Stanley Black & Decker Retirement Account Plan (matching and Core Account (as defined below)) and the Stanley Black & Decker Supplemental Retirement Account Plan (supplemental matching and supplemental 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, personal use of corporate aircraftinstallation and maintenance of home security systems, and personal use of corporate aircraft; and (iii) certain transitional benefits paid to Mr. Wyatt in connection with his relocation to the United States as set forth inmore fully described below.

Contributions and Allocations under the table below. CertainStanley Black & Decker Retirement Account Plan and the Stanley Black & Decker Supplemental Retirement Account Plan

The Company 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.

DefinedHomePersonal Use
ContributionFinancialAnnualProductSecurityof CorporateColumn (i)
PlansInsuranceCarPlanningPhysicalProgramSystemAircraftTotal
Name     Year     ($)     ($)     ($)     ($)     ($)     ($)     ($)     ($)     ($)
John F. Lundgren2014235,82840,11423,00011,00001,07537,5700348,587
James M. Loree2014143,61116,61823,00002,5002,00041,4560229,185
Donald Allan, Jr.201474,91911,84418,0001,0672,50071719,1940128,241
Jeffery D. Ansell201474,7507,55417,7929,00002,00000111,096
Jaime A. Ramirez201429,4884,68519,8750000054,048
NameDefined
Contribution
Plans
($)
John F. Lundgren260,466
James M. Loree152,087
Donald Allan, Jr.83,673
Jeffery D. Ansell83,206
Jaime A. Ramirez28,571
John H. Wyatt92,474

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 the 2012, 20132014, 2015 and 20142016 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 ordinarily includes salary, management incentive bonuses, certain other taxable 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:

AgeAllocation Amount (% of Pay)
Less than 402%
40 - 544%
55 and older6%



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, 2013)2012). Messrs. Lundgren, Allan, Ansell, LoreeRamirez and RamirezLoree 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):

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



There is also an Additional Core Transition Benefit allocation to the Core Account, during the five calendar years that begin with the 2011 calendar year, for those individuals who are eligible for regular allocations to the Core Account and Core Transition Benefit allocations during the year and, in addition, participated, on January 31, 1998, in The Stanley Works Retirement Plan, the Stanley Black & Decker Pension Plan (then known as The 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). Mr. Ramirez is eligible for this benefit, which is based on the following percentages of his pay (as discussed above and subject to the limits applied under the tax laws):

20112012201320142015
0.10%0.10%0.050.05%0.05%

None of the Company’s other named executive officers is eligible for Additional Core Transition Benefits.

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 these same rules, 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 pages 32-33page 38 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 PlansPlans.”

Company cost of perquisites

NameInsurance
($)		Car
($)		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. Loree29,93423,0006,6952,524913012,08775,153
Donald Allan, Jr.13,08823,0008,1772,5006130047,378
Jeffery D. Ansell 8,94223,0009,0005,0002,0000047,942
Jaime A. Ramirez5,33823,0000000028,338
John H. Wyatt24,71223,0000000047,712

Other Benefits

The Transition Benefits paid to Mr. Wyatt in connection with his relocation to the 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 20142016 Grants

This table sets forthinformationconcerning equity grants to the namedexecutiveofficers during the fiscal year endedJanuary 3, 2015endedDecember 31, 2016, as well as the range of futurepayouts under non-equityincentiveprograms.

All Other
StockAll OtherGrant Date
Awards:OptionExerciseFair Value
NumberAwards:or Baseof Stock
of SharesNumber ofPrice ofClosingand
of StockSecuritiesOptionPrice at DateOption
EstimatedFuturePayouts Under EstimatedFuturePayouts Underor UnitsUnderlyingAwardsof GrantAwards
Non-EquityIncentivePlan AwardsEquityIncentivePlan Awards(#)Options (#)($/Sh)($/Sh)($)
ThresholdTargetMaximumThresholdTargetMaximumEstimated Future Payouts Under
Non-Equity Incentive Plan Awards		Estimated Future Payouts Under
Equity Incentive Plan Awards		All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)		All Other
Option
Awards:
Number of
Securities
Underlying
Options (#)		Exercise
or Base
Price of
Option
Awards
($/Sh)		Closing
Price at
Date
of Grant
($/Sh)		Grant Date
Fair Value
of Stock
and
Option
Awards
($)
NameGrant Date($)($)($)(#)(#)(#)Grant DateThreshold
($)		Target
($)		Maximum
($)		Threshold
(#)		Target
(#)		Maximum
(#)
(a)     (b)     (c)     (d)     (e)     (f)     (g)     (h)     (i)     (j)     (k)          (l)(b)(c)(d)(e)(f)(g)(h)(i)(j)(k)(l)
John F. LundgrenFebruary 17, 2014975,0001,950,0003,900,000     February 17, 2016     1,012,500     2,025,000     4,050,000                                        
February 17, 201423,97947,95979,9313,723,417February 17, 201621,74543,49072,4833,683,875
December 5, 201421,4292,039,612December 2, 201617,2632,048,428
December 5, 201475,00095.1895.611,498,500December 2, 201670,231118.66118.231,645,512
James M. LoreeFebruary 17, 2014405,000810,0001,620,000February 17, 2016420,000840,0001,680,000
February 17, 201611,27522,55036,0811,898,569
February 17, 201412,45124,90239,8431,917,205August 1, 2016129,199121.63122.083,000,001
December 5, 201414,2861,359,741December 2, 201616,3041,934,633
December 5, 201450,00095.1895.61999,000December 2, 201675,000118.66118.231,757,250
Donald Allan, Jr.February 17, 2014312,500625,0001,250,000February 17, 2016327,500655,0001,310,000
February 17, 20143,8437,68615,371621,970February 17, 20163,5177,03414,067613,831
December 5, 201435,7143,399,259December 2, 20165,435644,917
December 5, 201420,00095.1895.61399,600December 2, 201625,000118.66118.23585,750
Jeffery D. AnsellFebruary 17, 2014312,500625,0001,250,000February 17, 2016332,500665,0001,330,000
February 17, 20143,8437,68615,371621,970February 17, 20163,5707,14114,282623,168
December 5, 201435,7143,399,259December 2, 20165,435644,917
December 5, 201420,00095.1895.61399,600December 2, 201625,000118.66118.23585,750
Jaime A. RamirezFebruary 17, 2014140,000280,000560,000February 17, 2016145,250290,500581,000
February 17, 20141,7223,4436,886278,616February 17, 20161,5603,1196,239272,183
December 5, 201414,2861,359,741December 2, 201613,2611,573,550
December 5, 201415,00095.1895.61299,700December 2, 201615,000118.66118.23351,450
John H. WyattFebruary 17, 2016184,532369,064738,128
February 17, 20162,0304,0598,118354,214
October 21, 201610,0001,195,200
December 2, 201623,2612,760,150
December 2, 201615,000118.66118.23351,450



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 Company’s 20142016 fiscal year. The bonuses payable, which are paid during the first quarter of 2015,2017, are set forth in Columncolumn (g) of the Summary Compensation 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 17, 2014,16, 2016, and cover a performance period that commenced at the beginning of the Company’s 20142016 fiscal year and expires at the end of the Company’s 20162018 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 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, 20142016 by the applicable performance factor, which ranged from 35-150%25% – 150% in the case of threshold performance, 70-300%50% – 300% in the case of target performance, and 140-500%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, 20142, 2016 that will vest in four equal installments on the first four anniversaries of the date of grant andgrant; (ii) for Messrs. Allan, Ansell and Ramirez,Mr. Wyatt, a special RSU grantsgrant awarded on October 21, 2016 that will vest on November 1, 2018 and a retention RSU grant awarded on December 5, 20142, 2016 that will vest in two equal installments on the fourth and fifth anniversaries of the date of grant.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 5, 20142, 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. Mr. Lundgren’s grant will vest in two equal installments on April 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 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 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 2014-20162016-2018 performance award period at the grant date, assuming performance at maximum, is as follows: Mr. Lundgren, $6,205,643;$6,139,763; Mr. Loree, $3,037,795; Mr. Allan, $1,243,860;$1,227,574; Mr. Ansell, $1,243,860;$1,246,337; Mr. Loree, $3,067,513,Ramirez, $544,454; and Mr. Ramirez, $557,232.Wyatt, $708,427.



Outstanding EquityAwards at Fiscal Year End

Thefollowing table sets forthinformationregardingoutstanding stockoptions, optionawards, and RSU awards held by the namedexecutiveofficers onJanuary 3, 2015.onDecember 31, 2016.

Option AwardsStock AwardsOption AwardsStock Awards
                                                               Equity Incentive
NumberNumberNumber of Market ValueEquity IncentivePlan Awards:
of Sharesof SharesEquity Incentive PlanShares orof Shares orPlan Awards:Market or Payout
UnderlyingUnderlyingAwards:Units ofUnits ofNumber of UnearnedValue of Unearned
UnexercisedUnexercisedNumber of SecuritiesStock thatStock ThatShares, UnitsShares, Units or
Options (#)Options (#)UnexercisedOption ExerciseOption ExpirationHave NotHave Notor other Rights ThatOther Rights that
NameExercisableUnexercisableUnearned Options (#)Price ($)DateVested (#)Vested ($)Have Not Vested (#)Have Not Vested ($)
(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)
Name
(a)		Number
of Shares
Underlying
Unexercised
Options (#)
Exercisable
(b)		Number
of Shares
Underlying
Unexercised
Options (#)
Unexercisable
(c)		Equity Incentive Plan
Awards:
Number of Securities
Unexercised
Unearned Options (#)
(d)		Option Exercise
Price ($)
(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. Lundgren75,0000--51.1412/11/2016     75,000     0     --     70.61     12/6/2022                    
75,0000--51.1312/10/2017
75,0000--49.0212/9/2019 
75,0000--63.7212/9/2020
56,25018,750--64.7912/8/202156,25018,750--79.7012/5/2023
37,50037,500--70.6112/6/2022  37,50037,500--95.1812/5/2024
18,75056,250--79.7012/5/202318,75056,250--109.2512/4/2025
075,000--95.1812/5/2024 070,231--118.6612/2/2026
272,64726,179,558169,46119,435,489
51,9554,988,74345,3025,195,672
29,0092,785,47334,4043,945,737
James M. Loree25,0000--51.1412/11/201650,0000--49.0212/9/2019
25,0000--51.1312/10/201750,0000--63.7212/9/2020
15,8500--33.3512/9/201850,0000--64.7912/8/2021
50,000 0--49.0212/9/201950,0000--70.6112/6/2022
50,0000--63.7212/9/202037,50012,500--79.7012/5/2023
37,50012,500-- 64.7912/8/202125,00025,000--95.1812/5/2024
25,00025,000--70.6112/6/202212,50037,500--109.2512/4/2025
12,50037,500--79.7012/5/2023 0129,199--121.638/1/2026
050,000--95.1812/5/2024075,000--118.6612/2/2026
165,13315,856,09497,26711,155,554
   26,1472,510,63522,5512,586,331
   14,8351,424,48216,5141,893,991
Donald Allan, Jr.20,0000--63.7212/9/2020 20,0000--64.7912/8/2021
15,0005,000--64.7912/8/202120,0000--70.6112/6/2022
10,00010,000--70.6112/6/202215,0005,000--79.7012/5/2023
5,00015,000--79.7012/5/202310,00010,000--95.1812/5/2024
020,000--95.1812/5/20245,00015,000--109.2512/4/2025
78,6397,550,887025,000--118.6612/2/2026
9,607922,46465,9927,568,598
5,000480,0688,7921,008,340
6,371730,690



Option AwardsStock AwardsOption AwardsStock Awards
                                                               Equity Incentive
NumberNumberNumber of Market ValueEquity IncentivePlan Awards:
of Sharesof SharesEquity Incentive PlanShares orof Shares orPlan Awards:Market or Payout
UnderlyingUnderlyingAwards:Units ofUnits ofNumber of UnearnedValue of Unearned
UnexercisedUnexercisedNumber of SecuritiesStock thatStock ThatShares, UnitsShares, Units or
Options (#)Options (#)UnexercisedOption ExerciseOption ExpirationHave NotHave Notor other Rights ThatOther Rights that
NameExercisable UnexercisableUnearned Options (#)Price ($)DateVested (#)Vested ($)Have Not Vested (#)Have Not Vested ($)
(a)(b)(c)(d)(e)(f)(g)(h) (i)(j)
Name
(a)		Number
of Shares
Underlying
Unexercised
Options (#)
Exercisable
(b)		Number
of Shares
Underlying
Unexercised
Options (#)
Unexercisable
(c)		Equity Incentive Plan
Awards:
Number of Securities
Unexercised
Unearned Options (#)
(d)		Option Exercise
Price ($)
(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. Ansell5,0000-- 63.7212/9/2020      15,000     0     --     70.61     12/6/2022                    
 5,0005,000--64.7912/8/202115,0005,000--79.7012/5/2023
10,00010,000--70.61 12/6/2022  10,00010,000--95.1812/5/2024
5,00015,000 --79.7012/5/2023 5,00015,000--109.2512/4/2025
020,000--95.1812/5/2024 025,000--118.6612/2/2026
78,2077,509,41066,0667,577,134
 9,607922,4648,9261,023,752
4,600441,6826,371730,690
Jaime A. Ramirez1,9120--72.444/18/201615,0000--70.6112/6/2022
1,9120--69.314/17/201711,2503,750--79.7012/5/2023
2,5500--49.995/27/20187,5007,500--95.1812/5/2024
10,0000--63.7212/9/20203,75011,250--109.2512/4/2025
7,5002,500--64.7912/8/2021015,000--118.6612/2/2026
7,5007,500--70.6112/6/202242,5534,880,382
3,75011,250--79.7012/5/20233,899447,219
015,000--95.1812/5/20242,188250,949
24,5112,353,571
John H. Wyatt1,9120--69.314/17/2017
4,304413,2462,5000--63.7212/9/2020
2,240215,0825,0000--64.7912/8/2021
10,0000--70.6112/6/2022
7,5002,500--79.7012/5/2023
5,0005,000--95.1812/5/2024
2,5007,500--109.2512/4/2025
015,000--118.6612/2/2026
47,4445,441,388
5,074581,908
2,753315,684



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) that were made prior to October 15, 2003 vested in two installments: 50% vested on the third anniversary of the date of grant and 50% vested on the fifth anniversary of the date of grant. All of the options that were granted on or after October 15, 2003 vest in four equal annual installments on the first four anniversaries of the date of grant. An award recipient must generally remain employed until the time of vesting of awards, but awards will vest in full if the participant’s employment terminates as a result of retirement, death or disability. Employment beyond 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 2012-20142014 – 2016 performance program, which vested upon distribution in the first quarter of 20152017 based on achievement of performance goals as set forth in the Compensation Discussion and Analysis on page 20;24; (iii) a portion of the performance awards for the 2013-20152015 – 2017 performance program, which will vest following the end of the performance period, based on achievement of the $4.98 per share threshold 2013 EPS goal and performance between the 9.7% threshold and 10.7% target 2013 ROCE goal, performance between the $5.30 per share threshold and $5.89 per share target 2014 EPS goal and performance between the 11.0% target and 12.0% maximum 2014 ROCE goal established for the 2013-2015 performance program;period; and (iv) a portion of the performance awards for the 2014-20162016-2018 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 between the $5.40 per share target and $5.94 per share maximum 2014 EPS goal andprograms reflect achievement of annual goals included in the 11.0% maximum 2014 CFROI goal, established for the 2014-2016 performance program. programs as follows:

EPS Goals AchievedCFROI Goals Achieved
2015-2017 Performance Award2015: between target and maximum2015: between threshold and target
2016: between target and maximum2016: maximum
2016-2018 Performance Award2016: between target and maximum2016: maximum

The number of time vesting RSUs granted to each executive that had not vested as of January 3, 2015December 31, 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.

GranteeGrant DateVesting ScheduleNumber of Units not yet vested
John F. LundgrenMarch 15, 2010December 5, 2013Vests on March 12, 20155,358
December 5, 2014 162,50010,715
December 8, 20114, 201514,063
December 2, 2016Vests in two equal installments on April 30, 2018 and17,263
6,250April 30, 2019
December 6, 201212,500
James M. LoreeDecember 5, 201316,0723,572
December 5, 201421,4297,143
James M. LoreeDecember 4, 2015March 15, 2010Vests on March 12, 2015100,0009,375
December 8, 20112, 20164,16716,304
December 6, 20128,334
Donald Allan, Jr.December 5, 201310,7151,429
December 5, 201414,286
Donald Allan, Jr.March 12, 2010Vests on March 12, 201525,000
December 8, 20111,667
December 6, 20123,334
December 5, 20134,286
December 5, 20145,7142,857
December 5, 2014Vests in two equal installments on December 5, 2018 and30,000
December 5, 2019
Jeffery D. AnsellMarch 12, 2010Vests on March 12,December 4, 201525,0003,750
December 8, 20112, 20161,6675,435
December 6, 20123,334
Jeffery D. AnsellDecember 5, 20134,2861,429
December 5, 20145,7142,857
December 5, 2014Vests in two equal installments on December 5, 2018 and30,000
December 5, 2019
Jamie A. RamirezDecember 8, 20114, 20158343,750
December 6, 20122, 20162,5005,435
Jaime A. RamirezDecember 5, 20133,2151,072
December 5, 20144,2862,143
December 5, 2014Vests in two equal installments on December 5, 2018 and10,000
December 5, 2019
December 4, 20152,813
December 2, 20163,261
December 2, 2016Vests in two equal installments on December 2, 2020 and10,000
December 2, 2021
John H. WyattDecember 5, 2013715
December 5, 20141,429
December 4, 20151,875
October 21, 2016Vests in full on November 1, 201810,000
December 2, 20163,261
December 2, 2016Vests in two equal installments on December 2, 2020 and20,000
December 2, 2021



Awards under the 2013-20152015 – 2017 and 2014-20162016 – 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 target and maximum for the 2015 EPS and ROCE components, respectively, and at target for the TSR component of the awards for the 2013-2015 performance program; and (ii) at maximum for the 2015 andthat are not included in column (g). Because 2016 EPS and CFROI components, and atperformance exceeded target established for the TSR component of the awards2016 fiscal year for the 2014-20162015–2017 and 2016–2018 awards and because the 2014–2016 TSR exceeded target TSR established for the 2015–2017 and 2016–2018 awards, these figures assume performance program. at maximum on all measures as noted below:

EPS Performance
Assumed		CFROI Performance
Assumed		TSR Performance
Assumed
2015-2017 Performance Award2017: maximum2017: maximummaximum
2016-2018 Performance Award2017: maximum2017: maximummaximum
2018: maximum2018: maximum

The awards for the performance periods ending at the end of fiscal years 20152017 and 20162018 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 20142016 Fiscal Year

The following table provides information concerning options exercised and shares vested for each named executive officer during the Company’s 20142016 fiscal year.

Number ofNumber of
       Shares Acquired       Value Realized       Shares Acquired       Value Realized
on Exerciseon Exerciseon Vestingon 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. Lundgren170,11015,847,661215,53117,753,229     150,000     7,987,500     72,291     7,349,614
James M. Loree25,0002,244,765130,264 10,750,17115,8501,454,86240,3714,162,136
Donald Allan, Jr.30,0002,718,297 34,6332,889,031 20,0001,172,394 14,4651,506,127
Jeffery D. Ansell31,2502,891,87534,6332,889,0315,000225,57513,7711,440,689
Jaime A. Ramirez12,1111,054,9545,253482,054008,224882,095
John H. Wyatt12,750 707,11416,2111,792,796

Footnote to columns (d) and (e)
Shares acquired are time-vesting RSUs;RSUs that vested during 2016 and performance awards for the 2011-20132014 – 2016 performance period that vested upon distribution in February 2014;2016. The totals in columns (d) and shares that vested in March 2014 pursuant to grants made in 2010 in connection with the Merger. 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.

              Number of       Present Value of       Payments
Years CreditedAccumulatedDuring Last
Service BenefitFiscal Year
NamePlan Name(#)($) ($)
(a)(b)(c)(d)(e)
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 The Stanley Works Supplemental  Stanley Black & Decker, Inc.   
Executive Retirement Program10.88,498,7060Supplemental Executive Retirement Program12.815,173,5590
James M. LoreeThe Stanley Works SupplementalStanley Black & Decker, Inc.
Executive Retirement Program15.510,048,2110Supplemental Executive Retirement Program17.511,130,1960
Donald Allan, Jr.----------------
Jeffery D. Ansell----------------
Jaime A. RamirezThe Black & Decker Pension Plan4.964,5900The Black & Decker Pension Plan4.966,1860
The Black & Decker SupplementalThe Black & Decker Supplemental
Pension Plan4.971,7590Pension Plan4.974,2090
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 50th birthday or the completion of five years of service as an eligible employee (“pre-participation service”). Messrs. Lundgren and Loree are the only named executive officers who are eligible employees in this plan. Under this plan, a participant will be entitled to receive a supplemental retirement benefit, before offsets, based on the following formula: 3% of average pay for each of the first five years of service; plus 2% of average pay for each of the next 15 years of service; plus 1% of 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 a 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
The Stanley Black & Decker Pension Plan (known prior to January 1, 20132012 as 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 the Stanley Black & Decker Pension Plan, effective at the end of 2010. Mr. Ramirez, the only named executive officer who is a participant in this plan, may commence his benefits under this plan after his separation from service, but no earlier than age 55. Mr. Ramirez is also is a participant in The Black & Decker Supplemental Pension Plan, a nonqualified defined benefit plan that provides benefits for certain executives that would have accrued under the 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 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. Mr. Ramirez will commence his benefits under The Black & Decker Supplemental Pension Plan at the later of separation from service or 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;Company, 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 2013, 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. Ramirez will receive benefits in the normal form at the later of his actual age or his normal retirement age set forth in the Stanley Black & Decker Pension Plan (age 65) and will receive benefits in a 10 year certain and continuous annuity, based on a default election, at his actual age or his normal retirement age as set forth in the Black & Decker Supplemental Pension Plan (age 65); (iv) the individual will not die or withdraw funds before retirement; (v) adjusted RP-2014 mortality table and future mortality improvement scale;scale, as applicable, and (vi) a discount rate of 3.75%4.07% for Thethe Stanley WorksBlack & Decker Inc. Supplemental Executive Retirement Plan andProgram, a discount rate of 3.95% for the Stanley Black & Decker Pension Plan;Plan and (vii) a discount rate of 3.50%3.64% for the Black & Decker Supplemental Pension Plan. With respect toPlan, 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 be attributed to the passage of time, benefits accrued and changesPension Benefits Table in assumptions.2016.



Non-Qualified Defined Contribution and Deferred Compensation Plans

Under 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, 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.

ExecutiveRegistrantAggregateAggregate
ContributionsContributionsEarningsWithdrawals/Aggregate
in Last FYin Last FYin Last FYDistributionsBalance
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       207,577   120,2010    2,751,397        0     235,566     196,857     0     3,504,010
James M. Loree81,000115,360251,30003,621,16769,475 127,186165,739 04,305,629
Donald Allan, Jr.31,25054,46954,65801,282,744 33,58364,073 56,34901,554,134
Jeffery D. Ansell43,75054,299113,58001,480,48046,725 63,606 158,63701,848,696
Jaime A. Ramirez017,6573,074073,958 017,9718,0500114,587
John H. Wyatt5,41767,5748,8370143,438

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, determined on the basis of the formulas in the Stanley Black & Decker Retirement Account Plan for Core allocations, Core Transition Benefit allocations, and Additional Core Transition Benefit allocations, as applied to compensation in excess of the compensation recognized under the Stanley Black & Decker Retirement Account Plan. Mr. Ramirez isNone of the only named executive officer whoofficers is eligible to receive Additional Core Transition Benefit allocations under the Stanley Black & Decker Supplemental Retirement Account Plan.

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 time and in the form elected pursuant to the applicable provisions of his employment agreement, andagreement. 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, 2014,2016, 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 21.32%8.84%; BlackrockBlackRock Money Market Fund 0.12%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 3.10%2.07%; EB DL Non SL Aggregate Bond Index Fund 5.99%2.51%; SSgA US Inflation Protected Bond Index Fund 3.55%4.59%; EB DL Non SL Stock Index Fund 13.65%11.92%; SSgA U.S. Total Market Index Fund 12.44%12.61%; SSgA US Extended Market Index Fund 7.67%16.07%; SSgA Global Equity ex US Index Fund (4.35)5.22%; Neuberger Berman Genesis Fund (0.05)%18.35%; Dodge & Cox International Stock Fund 0.08%8.26%; BlackrockBlackRock LifePath Index Retirement Fund 5.01%6.14%; BlackrockBlackRock LifePath Index 2020 Fund 5.35%6.66%; BlackrockBlackRock LifePath Index 2025 Fund 5.58%7.24%; BlackrockBlackRock LifePath Index 2030 Fund 5.76%7.75%; BlackrockBlackRock LifePath Index 2035 Fund 5.93%8.24%; BlackrockBlackRock LifePath Index 2040 Fund 6.06%8.65%; BlackrockBlackRock LifePath Index 2045 Fund 6.18%8.9%; BlackrockBlackRock LifePath Index 2050 Fund 6.31%8.95%; BlackrockBlackRock LifePath Index 2055 Fund 6.38%8.94%. Mr. Allan’s account under the Deferred Compensation Plan for Participantsparticipants in the Company’s Management Incentive Compensation Plan was credited with earnings at a rate of 3.7%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.

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 January 3, 2015.

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 served 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,Company’s Engineered Fastening business. In connection with the Companypromotion, Mr. Wyatt’s target MICP bonus for the 2016 fiscal year was equal to 70% of his base salary and his maximum bonus is not requiredequal to provide such access if Mr. Loree’s employment is terminated140% of his base salary, and his target opportunity under the Long-Term Performance Award program for cause. Seeperformance periods beginning with the “Termination Provisions Summary” table on page 39, and the footnotes thereto, for information regarding payments which would have become payable to Mr. Loree if2016 fiscal year will be 70% of his employment had terminated effective January 3, 2015.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, Ramirez and RamirezWyatt, 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 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, 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” accelerationChange in connectionControl Agreements 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.Named Executive Officers

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

In 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 an exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 29, 2012.

The Company’sOn 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 Ramirez) 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 Ramirez) 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 Ramirez) (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) or 2.5 years of service credit for retirement pension accrual purposes under any defined contribution plans maintained by the Company (for Messrs. Allan, Ansell and Ramirez); and (v) outplacement services (with the cost to the Company capped at $50,000). Messrs. Lundgren, Loree, 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 Mr. Ramirez’s agreement, which was executed in 2013.

(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 38-4244-49 are tables setting forth the dollar amounts that would have been payable at January 3, 2015December 31, 2016 under the various termination scenarios applicable for each named executive officer. The figures set forth in the tables assume a stock price of $97.72, the highest reported sale price of a share of Company stock in the sixty (60) days preceding January 3, 2015, in calculating amounts payable in respect of the Merger RSUs following a Change in Control, and $96.02,$114.69, the closing price of Company common stock on January 2, 2015,December 30, 2016, which was the last businesstrading day of the Company’s 20142016 fiscal year, in calculating all other amounts payable in respect of equity awards. Theawards.The Company’s 20142016 fiscal year ended January 3, 2015.December 31, 2016.



TERMINATION PROVISIONS SUMMARY
John F. Lundgren

Involuntary
w/out
Cause or
VoluntaryInvoluntary
for Goodw/out
VoluntaryInvoluntaryReasonCauseDeath
     Resignation     For Cause     (no CIC)     upon CIC     Disability     (Pre-retirement)     Retirement    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
Severance006,750,00011,833,05000000466,66714,556,150000
Pro-rata bonus for year
Pro rata bonus for year
of termination2,025,00002,025,0002,025,0002,025,0002,025,0002,025,0003,894,07504,594,0752,100,0002,100,0002,100,0003,894,075
SERP/Retirement Plan8,498,7068,498,7068,498,70610,749,9478,498,7068,498,7068,498,7060001,370,746000
Supplemental Retirement
Account contributions000909,5600000001,173,979000
Executive benefits &
perquisites000229,71000000412,667412,667000
Post-termination
life insurance86,97386,97389,87791,32986,973086,973106,080106,080109,392111,048106,0800106,080
Post-termination health &
welfare0029,81244,7180000011,33051,817000
Outplacement00050,00000000050,000000
280G tax gross-up00000000000000
Vesting of stock options2,519,53102,519,5312,519,5312,519,5312,519,5312,519,5311,693,96901,693,9691,693,9691,693,9691,693,9691,693,969
Vesting of restricted
stock units21,004,471021,004,47121,280,72121,004,47121,004,47121,004,4713,456,29805,436,1915,436,1915,436,1915,436,1913,456,298
Vesting of performance
shares6,350,05806,350,0589,264,0916,350,0586,350,0586,350,05815,204,356015,204,35615,223,14815,204,35615,204,35615,204,356
Total40,484,7398,585,67947,267,45558,997,65740,484,73940,397,76640,484,73924,354,778106,08027,928,64742,179,71524,540,59624,434,51624,354,778



TERMINATION PROVISIONS SUMMARY
James M. Loree

Involuntary
w/out
Cause or
VoluntaryInvoluntary
for Goodw/out
VoluntaryInvoluntaryReasonCause 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
Severance003,240,0005,664,390000004,800,0007,857,540000
Pro-rata bonus for year
Pro rata bonus for year
of termination810,0000810,000810,000810,000810,000810,0001,615,32001,615,3201,200,0001,615,3201,615,3201,615,320
SERP/Retirement Plan11,069,57811,069,57811,069,57812,608,84711,069,57815,180,75311,069,578537,264537,264537,2641,546,967537,2644,998,527537,264
Supplemental Retirement
Account contributions000458,298000000594,279000
Executive benefits &
perquisites000241,368000000117,000000
Post-termination
life insurance105,626105,626108,530109,982105,6260105,626207,036207,036210,348212,004207,0360207,036
Post-termination health &
welfare0044,72567,0870000031,06846,602000
Outplacement00050,00000000050,000000
280G tax gross-up00000000000000
Vesting of stock options1,679,68801,679,6881,679,6881,679,6881,679,6881,679,6881,129,31201,129,3121,129,3121,129,3121,129,3121,129,312
Vesting of restricted
stock units13,202,942013,202,94213,372,94213,202,94213,202,94213,202,9424,174,02804,174,0284,174,0284,174,0284,174,0284,174,028
Vesting of performance
shares3,263,39203,263,3924,813,7113,263,3923,263,3923,263,3927,591,72907,591,7297,809,7017,591,7297,591,7297,591,729
Total30,131,22611,175,20433,418,85539,876,31330,131,22634,136,77530,131,22615,254,689744,30020,089,06924,737,43315,254,68919,508,91615,254,689



TERMINATION PROVISIONS SUMMARY
Donald Allan, Jr.

Involuntary
w/out
Cause or
VoluntaryInvoluntary
for Goodw/out
VoluntaryInvoluntaryReasonCauseDeath
     Resignation     For Cause     (no CIC)     upon CIC     Disability     (Pre-retirement)     Retirement    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
Severance00625,0003,514,91700000695,0004,505,367000
Pro-rata bonus for year
Pro rata bonus for year
of termination001,218,750625,0001,218,7501,218,7500001,259,565695,0001,259,5651,259,5650
SERP/Retirement Plan00000000000000
Supplemental Retirement
Account contributions000226,909000000284,024000
Executive benefits &
perquisites000127,98500000092,500000
Post-termination
life insurance0013,20533,0130000014,71536,788000
Post-termination health &
welfare0014,94437,3610000012,30243,682000
Outplacement00050,00000000050,000000
280G tax gross-up00000000000000
Vesting of stock options000671,875671,875671,8750000451,725451,725451,7250
Vesting of restricted
stock units0006,763,9966,721,4966,721,49600004,985,6894,985,6894,985,6890
Vesting of performance
shares0001,313,0461,017,8581,017,85800002,418,9272,772,0032,772,0030
Total001,871,89913,364,1029,629,9799,629,9790001,981,58213,563,7029,468,9829,468,9820



TERMINATION PROVISIONS SUMMARY
Jeffery D. Ansell

Involuntary
w/out
Cause or
VoluntaryInvoluntary
for Goodw/out
VoluntaryInvoluntaryReasonCauseDeath
     Resignation     For Cause     (no CIC)     upon CIC     Disability     (Pre-retirement)     Retirement    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
Severance00625,0003,664,06300000695,0004,558,596000
Pro-rata bonus for year 
Pro rata bonus for year
of termination001,222,500625,0001,222,5001,222,5000001,304,065695,0001,304,0651,304,0650
SERP/Retirement Plan00000000000000
Supplemental Retirement
Account contributions000234,653000000284,922000
Executive benefits &
perquisites00079,47900000092,500000
Post-termination
life insurance009,99424,9860000010,49526,236000
Post-termination health &
welfare0020,56951,4230000015,81449,438000
Outplacement00050,00000000050,000000
280G tax gross-up00000000000000
Vesting of stock options000671,875671,875671,8750000451,725451,725451,7250
Vesting of restricted
stock units0006,763,9966,721,4966,721,49600004,985,6894,985,6894,985,6890
Vesting of performance
shares0001,223,879966,208966,20800002,431,1992,781,5122,781,5120
Total001,878,06313,389,3549,582,0799,582,0790002,025,37413,625,3059,522,9919,522,9910



TERMINATION PROVISIONS SUMMARY
Jaime A. Ramirez

Involuntary
w/out
Cause or
VoluntaryInvoluntary
for Goodw/out
VoluntaryInvoluntaryReasonCauseDeath
     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
Severance00400,0001,568,06800000435,0001,948,284000
Pro-rata bonus for year
Pro rata bonus for year
of termination00217,840280,000217,840217,840000535,101304,500535,101535,1010
SERP/Retirement Plan82,17038,40782,17082,17082,17042,13982,1700000000
Supplemental Retirement
Account contributions000124,755000000132,187000
Executive benefits &
perquisites00084,68800000092,500000
Post-termination
life insurance005,55613,891000006,36915,922000
Post-termination health &
welfare0020,93352,3320000015,81451,216000
Outplacement00050,00000000050,000000
280G tax gross-up00000000000000
Vesting of stock options000464,863464,863464,8630000338,794338,794338,7940
Vesting of restricted stock units0002,000,5772,000,5772,000,5770
Vesting of performance shares000529,089437,514437,5140
Vesting of restricted
stock units0003,359,1553,359,1553,359,1550
Vesting of performance
shares0001,079,9211,605,8001,605,8000
Total82,17038,407726,4995,250,4333,202,9643,162,93382,17000992,2847,372,4795,838,8505,838,8500



TERMINATION PROVISIONS SUMMARY
John H. Wyatt

     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
Severance00560,0002,399,126000
Pro rata bonus for year
       of termination315,1810315,181392,000315,181315,181315,181
SERP/Retirement Plan0000000
Supplemental Retirement
       Account contributions000227,206000
Executive benefits & 
       perquisites00092,500000
Post-termination   
       life insurance148,046148,046149,387151,399148,0460148,046
Post-termination health &
       welfare0013,76251,632000
Outplacement00050,000000
Relocation00175,800175,800175,800175,800175,800
280G tax gross-up0000000
Vesting of stock options225,8620225,862225,862225,862225,862225,862
Vesting of restricted
       stock units4,275,64304,275,6434,275,6434,275,6434,275,6434,275,643
Vesting of performance
       shares1,257,18601,257,1861,143,9181,257,1861,257,1861,257,186
Total6,221,918148,0466,972,8219,185,0866,397,7186,249,6726,397,718

Footnotes to Termination Provision Summary Tables

The Company’s 2012 MICP, which applied to the awards that were outstanding at fiscal year end,year-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 34-3540-41 under the heading “Executive Officer 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, Ramirez and Ramirez,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 Ramirez)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 20142016 multiplied by the appropriate period of time.

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 2012-20142014 – 2016 performance period equals the amount distributed pursuant to these awards in February 2015.2017. The value included for awards for the 2013-20152015 ��� 2017 and 2014-20162016 – 2018 performance periods reflect the following: Performance in 2013 was at the threshold EPS goal and between the threshold and target ROCE goals established for 2013 under the 2013-2015 performance program. Performance in 2014 was between the threshold and target EPS goals and between the target and maximum ROCE goals established for 2014 under the 2013-2015 performance program and2015 was between the target and maximum EPS goals and between the threshold and target CFROI goals established for 2015 under the 2015 – 2017 performance program. Performance in 2016 was between target and maximum EPS goals and at the maximum CFROI goalgoals established for 20142016 under both the 2014-20162015-2017 and 2016-2018 performance program.programs. The calculations with respect to distributions upon retirement, death or disability for the 2013-20152015 – 2017 and 2014-20162016 – 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 January 3, 2015,December 31, 2016, as well as a pro-rata bonusportion based on performance at target for the TSR component of the 2013-20152015 – 2017 and 2014-20162016 – 2018 programs.



Director Compensation

The Corporate Governance Committee is responsible for recommending compensation programs for our non-employee directors to our Board of Directors. Accordingly, the Chairman of the Corporate Governance Committee annually collects market data regarding director compensation and reviews that data with the Corporate Governance Committee. The Corporate Governance Committee then considers whether, in light of that data, any changes in the amount or manner in which the Company compensates its independent directors is appropriate, and provides its recommendation to the full Board. The Company’s executive officers do not determine or recommend the amount or form of director compensation and the Corporate Governance Committee has not delegated its responsibility to recommend director compensation. See the discussion on page 8 under the heading “Director Compensation” for a description of the compensation provided to the non-employee directors of the Company.

Change in
Pension Value
and
FeesNon-qualified
EarnedNon-EquityDeferred
or PaidStockOptionIncentive PlanCompensationAll Other
     in Cash     Awards     Awards     Compensation     Earnings     Compensation     Total
Name($)($)($)($)($)($)($)
(a)(b)(c)(d)(e)(f)(g)(h)
Andrea J. Ayers9,247000009,247
George W. Buckley125,000125,00000 0 5,000255,000
Patrick D. Campbell150,000125,0000003,084278,084
Carlos M. Cardoso125,000125,0000 002,009 252,009
Robert B. Coutts140,000125,000 0001,625266,625
Debra A. Crew125,000125,0000000250,000
Benjamin H. Griswold, IV145,000 125,0000000270,000
Anthony Luiso144,521125,0000000269,521
Marianne M. Parrs125,000125,0000005,000255,000
Robert L. Ryan140,000125,000000699265,699

Footnote to Column (c) of Director Compensation Table:
The amount set forth in column (c) reflects the grant date fair value of 1,576 restricted share-based grants, which must be settled in cash, with dividend equivalent rights that were granted to each director on April 15, 2014. The dollar amount associated with all outstanding restricted stock unit awards recognized for financial statement reporting purposes for the fiscal year ended January 3, 2015 in accordance with FASB Codification Topic 718—Stock Compensation was $1,100,000. See footnote J of the Company’s report on Form 10-K for assumptions used in the valuation of these awards and related disclosures.

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

In April 2004, the Company adopted a Restricted Stock Unit Plan for Non-Employee Directors. Pursuant to that Plan, the Company issues restricted share based grants that must be settled in cash to its non-employee directors; non-employee directors are not eligible to receive stock options under the Company’s existing equity plans. The aggregate number of stock awards and the aggregate number of option awards outstanding at fiscal year-end for each director is as follows:

Aggregate Stock-Related Awards       Aggregate Option
NameOutstanding (#)Awards Outstanding (#)
Andrea J. Ayers              0              0
George W. Buckley8,2340
Patrick D. Campbell10,2340
Carlos M. Cardoso12,2340
Robert B. Coutts 12,2340
Debra A. Crew1,576 0
Benjamin H. Griswold, IV8,2340
Anthony Luiso6,4430
Marianne M. Parrs12,2340
Robert L. Ryan8,2340



ITEM 2—APPROVE 2017 MANAGEMENT INCENTIVE COMPENSATION PLAN

The Stanley Black & Decker, Inc. 2017 Management Incentive Compensation Plan (the “Plan”) was adopted by Stanley’s Board of Directors on February 15, 2017, subject to shareholder approval. The Company is seeking shareholder approval of the new 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 is 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 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.

Section 162(m) generally does not allow a publicly held company to obtain tax deductions for compensation of more than $1 million paid in any year to its chief executive officer or to any of its other three most highly compensated executive officers (other than the chief financial officer). However, compensation payable solely on account of the attainment of one or more 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 compensation is to be paid are disclosed to the 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 objectives of securing, motivating and retaining officers and other employees of the Company and its subsidiaries. The following description of the material features of the Plan is qualified in its entirety by reference to the terms of the Plan, a copy of which is attached to this Proxy Statement as Exhibit A.

Description of the Principal Features of the Plan

Purposes. The purposes of the Plan are 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 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 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).

Eligibility. At or prior to the time that performance objectives for a performance period are established, the Committee will designate which employees will participate in the Plan 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 granted and the performance goals relating to each award, 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 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 Officers15
Other Eligible Employees785

Performance Goals. The performance period with respect 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 performance goals, and an objective formula or method for computing the amount of bonus compensation awardable to each Participant if the 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 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).

Maximum Bonuses. No Participant’s bonus under the Plan for any 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 end 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 a pro rata portion of the award, calculated by determining the achievement of the applicable performance goal(s) based on actual performance through the date of the applicable 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. 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 amendment 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 this 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 2016 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 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:

●

revenues totaled $11.4 billion, up 2% from 2015;

●

organic growth was 4%;

●

diluted GAAP earnings per share was $6.51, up 10% from 2015;

●

working capital turns increased to 10.6x, up 1.4 turns from 2015; and

●

free cash flow totaled $1.1 billion.

●

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 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 20152017 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 7173 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 20152017 fiscal year.

Fees of Independent Auditors

General. In addition to retaining Ernst & Young to audit the Company’s consolidated financial statements for 2014,2016, the Company retained Ernst & Young and other accounting and consulting firms to provide advisory, auditing and consulting services in 2014.2016. 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 20132015 and 20142016 were as follows:

Audit Fees. The aggregate fees billed by Ernst & Young to the Company for professional services rendered for the audit of the Company’s annual financial statements, reviews of the financial statements included in the Company’s Forms 10-Q, and services rendered in connection with statutory audits for 20132015 and 20142016 were $13,733,515$12,526,630 and approximately $12,521,623,$13,155,305, respectively.

Audit Related Fees. The aggregate fees billed by Ernst & Young to the Company in 20132015 and 20142016 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 $332,000$886,080 and approximately $336,000,$736,000, respectively. Audit related services generally include fees for audits of companies acquired and sold, pension audits, accounting related consultations, and filings with the Securities and Exchange Commission.

Tax Fees. The aggregate fees billed by Ernst & Young to the Company in 20132015 and 20142016 for professional services rendered for tax compliance, tax advice and tax planning were $6,814,995$5,236,034 and approximately $5,302,904,$4,878,209, respectively. Tax services include domestic and foreign tax compliance and consulting.

All Other Fees. Ernst & Young did not bill the Company for any fees for services other than audit services, audit related services and tax services in 20132015 or 2014.2016.



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 2015 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 12 to 42 of the Company’s Proxy Statement for the 2015 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 12-24 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 2014 named executive officer pay programs:

●Company Performance in 2014:Company performance in 2014, as discussed in more detail in our January 29,2015 earnings release was as follows:
●

revenues were $11.3 billion, a 4% increase over the prior year;

●

organic growth was 5%;

●

full year diluted earnings per share, excluding merger and acquisition and other charges, totaled approximately $5.67 per share;

●

working capital turns reached 9.2;

●

free cash flow totaled a record $1.0 billion.

●

We Delivered Strong Shareholder Return in 2014: We attained double-digit total shareholder return of 21% in 2014 and recorded three-year annualized total shareholder return of 15%. Since the Merger was announced, the value of a share of Company common stock has increased by more than 113% for those who held The Stanley Works common stock and 159% for those who held Black & Decker common stock as discussed on page 12. For shareholders of both companies, the increase in value is above the 97% increase seen 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 93.4% 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 three of our last five long term incentive programs have paid out below target.

●

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 (2011-2013), when our performance was not as strong as that of our peers, CEO realizable pay was the lowest in our peer group and realizable pay for our other named executive officers, in aggregate, was at the 19th percentile relative to our peers.




●

Target Compensation for our Named Executive Officers Reflects Market Conditions:We adjusted target compensation for our named executive officers in connection with the Merger in 2010 to reflect the increased complexity and responsibilities associated with leading a company of our combined size. Total compensation opportunity for our named executive officers is targeted to and reasonably aligned with the 50th 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.



VOTING INFORMATION

Only shareholders of record as of February 20, 201517, 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 20, 2015,17, 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, 153,266,010152,628,333 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 20, 201517, 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 2015 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)(1)

CALL 1-800-652-8683 from the US or Canada (this call is toll free) to vote by telephone anytime up to 7:00 a.m. EDT on April 16, 2015,20, 2017, and follow the instructions provided in the recorded message.

(2)GO TO THE WEBSITE: www.envisionreports.com/SWK to vote over the Internet anytime up to 7:00 a.m. EDT on April 16, 2015, and follow the instructions provided on that site.
(3)

COMPLETE, SIGN, DATE AND MAIL your proxy card in the postage-prepaid 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 16, 2015,20, 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 12, 2015,18, 2017, and follow the instructions provided in the recorded message.


(2)GO TO THE WEBSITE: www.envisionreports.com/SWK to vote over the Internet anytime up to 7:00 a.m. EDT on April 12, 2015, 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 12, 2015,18, 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 voting 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 16, 2015.

20, 2017.
 
●

Second, you may complete and submit a new later-dated proxy by any of the methods described above under “Voting“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.



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 7600at7600 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 12, 2015,18, 2017, in order to revoke your prior instructions.

 
●

Second, you may submit new voting instructions under any one of the methods described above under “Voting your“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 a 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 2015 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 distribution 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 deliver proxy materials to beneficial owners. The Company will, upon request, reimburse these institutions for their reasonable expenses in delivering 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 statementProxy Statement and annual report,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 20162018 Annual Meeting

Shareholder proposals, submitted pursuant to Rule 14a-8 of the Exchange Act, intended to be presented at the Company’s 20162018 Annual Meeting must be received by the Secretary not later than November 7, 20158, 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 20162018 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 distributed relating to the immediately preceding Annual Meeting of Shareholders. Thus, a notice of a shareholder proposal for the 20162018 Annual Meeting, submitted other than pursuant to Rule 14a-8, will not be timely if received by the Secretary before November 7, 20158, 2017 or after December 7, 2015.8, 2017.

Section 16(a) Beneficial Ownership Reporting Compliance

Through inadvertence,In connection with a 2016 year-end review of share ownership of our executive officers and directors, the February 12, 2014Company 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 621 shares heldwhich occurred prior to 2016, had not been reported. These transactions have been reported in recent Form 4 filings. In addition, a sale by Mr. Bartone through the Company’s Employee Stock Purchase PlanJames Cannon was reported late, on March 5, 2014. Due to a misunderstanding, the number of shares held by Mr. Cannon on becoming an Executive Officer was understated by 1,000 shares in his July 31, 2014 Form 3, and the number of shares sold on July 29, 2014 was understated by 1,000 in a July 31, 2014 Form 4 filing. Both of these errors were corrected



on August 4, 2014. The exercise and sale of 9,375 stock options by Mr. Grassi on December 5, 2014 was inadvertently reported eightseveral days late, on December 17, 2014. Through inadvertence,May 2, 2016, and a sale by Michael A. Bartone was reported several weeks late, on September 15, 2016. The Company has reviewed the December 5, 2014 dispositioncircumstances that led to delayed reporting of 87 shares notionally held for the benefiteach of Mr. Sihota pursuantthese transactions and, based on those findings, is enhancing its controls and procedures to the Company’s Retirement Account (401(k)) Plan was not reported until January 9, 2015. Through inadvertence, the acquisition of 427 shares through dividend reinvestment over time by Mr. Douglas was not reported until February 17, 2015.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 H. Beatt
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.
 
BRUCEH. BEATT 
Secretary(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.

THE 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:

Exit #37 (Fienemann Road).
Right at stop light at end of ramp.
Right at first stop light onto Slater Road.
Approximately 1 mile to entrance for Mountain
View Corporate Park (Stanley Drive). Right into entrance, follow driveway to Stanley Black & Decker University.

FROM MASSACHUSETTS OR BRADLEY
AIRPORT VIA I-91 SOUTH TO I-84 WEST:

Exit #37 (Fienemann Road).
Right at stop light at end of ramp.
Right at second stop light onto Slater Road.
Approximately 1 mile to entrance for Mountain View Corporate Park (Stanley Drive). Right into entrance, follow driveway to Stanley Black & Decker University.


WATERBURY VIA I-84 EAST:		FROM MASSACHUSETTS OR BRADLEY
AIRPORT VIA I-91 SOUTH TO I-84 WEST:
Exit #37 (Fienemann Road).Exit #37 (Fienemann Road).
Right at stop light at end of ramp.Right at stop light at end of ramp.
Right at first stop light onto Slater Road.Right at second stop light onto Slater Road.
Approximately 1 mile to entrance for MountainApproximately 1 mile to entrance for Mountain
View Corporate Park (Stanley Drive). Right intoView Corporate Park (Stanley Drive). Right into
entrance, follow driveway to the John F. Lundgrenentrance, follow driveway to the John F. Lundgren
Center for Learning and Development.Center for Learning and Development.


 





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 16, 2015.20, 2017.
Vote by Internet
●Vote by Internet
●Go towww.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


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

 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:ForAgainstAbstainForAgainstAbstainForAgainstAbstain
01 - Andrea J. Ayers☐☐☐02 - George W. Buckley☐☐☐03 - Patrick D. Campbell☐WithholdFor☐Withhold☐
04 - Carlos M. CardosoFor☐Withhold☐☐05 - Robert B. Coutts☐☐☐06 - Debra A. Crew☐☐☐
07 - Michael D. Hankin☐☐☐08 - James M. Loree☐☐☐09 - Marianne M. Parrs☐☐☐
10 - Robert L. Ryan☐☐☐
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 - Benjamin H. Griswold, IV☐☐08 - Anthony Luiso☐☐09 - John F. Lundgren☐☐
10 - Marianne M. Parrs☐☐11 - 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 2015 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.☐ ☐ ☐ ☐
 ForAgainstAbstain
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


                                       01ZL2C


















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

▼ IF YOU HAVE NOT VOTED VIA THE INTERNETORTELEPHONE, 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 16, 201520, 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 16, 201520, 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.

(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.



 





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 12, 2015.18, 2017.
Vote by Internet
●Vote by Internet
●Go towww.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


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

Confidentiality: your instructions to the trustee on how to vote the shares allocated to you under the Stanley Black & Decker Retirement Account Plan will be kept confidential.
I hereby instruct Wells Fargo Bank, N.A., as trustee of the Stanley Black & Decker Retirement Account Plan, to vote the shares allocated to my account under that Plan as follows:

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:ForAgainstAbstainForAgainstAbstainForAgainstAbstain
01 - Andrea J. Ayers☐☐☐02 - George W. Buckley☐☐☐03 - Patrick D. Campbell☐WithholdFor☐Withhold☐
04 - Carlos M. CardosoFor☐Withhold☐☐05 - Robert B. Coutts☐☐☐06 - Debra A. Crew☐☐☐
07 - Michael D. Hankin☐☐☐08 - James M. Loree☐☐☐09 - Marianne M. Parrs☐☐☐
10 - Robert L. Ryan☐☐☐
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 - Benjamin H. Griswold, IV☐☐08 - Anthony Luiso☐☐09 - John F. Lundgren☐☐
10 - Marianne M. Parrs☐☐11 - 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 2015 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.☐ ☐ ☐ ☐
ForAgainstAbstainForAgainstAbstain
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


                                       01ZL4C


















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


▼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 16, 201520, 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 16, 201520, 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 16, 2015:20, 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.



 

 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:ForAgainstAbstainForAgainstAbstainForAgainstAbstain
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.☐ ☐ ☐ ☐
 ForAgainstAbstain
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



▼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.)