UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 14A

(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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¨STANLEY BLACK & DECKER, INC.
(Name of Registrant as Specified In Its Charter)
  Soliciting Material Pursuant to §240.14a-12
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

The Stanley Works

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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March 25, 2008

11, 2011

Dear Fellow Shareholder:

You are cordially invited to attend the Annual Meeting of shareholdersShareholders of The Stanley WorksBlack & Decker, Inc. (“Stanley”Stanley Black & Decker” or the “Company”) to be held at 9:30 a.m. on April 23, 2008,19, 2011, at the Stanley Center for Learning and Innovation,Black & Decker University, 1000 Stanley Drive, New Britain, Connecticut 06053 (see directions on page 4253 hereof).

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

The Annual Report includes Management’s Letter to Shareholders discussing the business of the Company, annual financial statements and certain other information regarding the Company.

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

Very truly yours,
LOGONolan D. Archibald
Executive Chairman
John F. Lundgren
ChairmanPresident and Chief Executive Officer


LOGO


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

March 25, 2008

11, 2011

To the Shareholders:

The Annual Meeting of shareholdersShareholders of The Stanley WorksBlack & Decker, Inc. will be held at the Stanley Center for Learning and Innovation,Black & Decker University, 1000 Stanley Drive, New Britain, Connecticut 06053 on April 23, 2008,19, 2011, at 9:30 a.m. for the following purposes:

     (1)To elect threefive directors to the Board of Directors of The Stanley Works.Black & Decker, Inc.;

 (2)To approve Ernst & Young LLP as the Company’s independent auditors for the year 2008.2011 fiscal year;

 (3)To voteapprove, on a shareholder proposal urgingan advisory basis, the Board of Directors to take the necessary steps to require that all memberscompensation of the Board of Directors be elected annually.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 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 29, 200825, 2011 are entitled to vote at the meeting and any adjournment or postponement thereof.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 23, 2008:19, 2011: 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.stanleyworks.com)(www.stanleyblackanddecker.com).

LOGO
Bruce H. Beatt
Secretary


THE STANLEY WORKSBLACK & DECKER, INC.

1000 Stanley Drive


New Britain, Connecticut 06053


Telephone: 860-225-5111

PROXY STATEMENT FOR THE APRIL 19, 2011 ANNUAL MEETING OF SHAREHOLDERS APRIL 23, 2008

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of The Stanley Works,Black & Decker, Inc. (the “Company”), a Connecticut corporation, to be voted at the 20082011 Annual Meeting of shareholders,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.Notice. No business may be transacted at the Annual Meeting other than the business specified in the noticeNotice 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 28, 2007December 27, 2010 and before December 28, 2007. NoJanuary 26, 2011. The Company did not receive any such notice has been received.notice. Management does not know of any matters to be presented at the Annual Meeting other than the matters described in this proxy statement.Proxy Statement. If, however, other business is properly presented at the Annual Meeting, the proxy holders named in the accompanying proxy will vote the proxy in accordance with their best judgment.

     On March 12, 2010, a wholly owned subsidiary of The Stanley Works was merged with and into The Black & Decker Corporation, with the result that The Black & Decker Corporation became a wholly owned subsidiary of The Stanley Works (the “Merger”). In connection with the Merger, The Stanley Works changed its name to Stanley Black & Decker, Inc. Throughout this Proxy Statement, references to the “Company” refer to Stanley Black & Decker, Inc., formerly known as The Stanley Works. The Black & Decker Corporation continues to exist as a wholly owned subsidiary of the Company; references to “Black & Decker” in this Proxy Statement refer to The Black & Decker Corporation as it existed prior to completion of the transaction.
This Proxy Statement, the accompanying noticeNotice of the Annual Meeting and the enclosed proxy card are first being mailed to shareholders on or about March 25, 2008.

11, 2011.

ITEM 1—ELECTION OF DIRECTORS

At the 20082011 Annual Meeting, the shareholders will elect threefive directors to the Board of Directors. The nominations to the Board of Directors are set forth below. Those elected as directors will serve until the Annual Meeting of shareholdersShareholders indicated and until the particular director’s successor has been elected and qualified.

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

Information Concerning Nominees for Election as Directors

     Information Concerning Nominees for Election as Directors

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GEORGE W. BUCKLEY, Chairman, President, and Chief Executive Officer of 3M Company, was elected a director of Black & Decker in 2006 and was appointed to the Company’s Board of Directors on March 12, 2010, when the Merger was completed.
From 1993 to 1997, Mr. Buckley served as the chief technology officer for the Motors, Drives, and Appliance Component Division of Emerson Electric Company. Later, he served as President of its U.S. Electric Motors Division. In 1997, he joined the Brunswick Corporation as a Vice President, became Senior Vice President in 1999, and became Executive Vice President in 2000. Mr. Buckley was elected President and Chief Operating Officer of Brunswick in April 2000 and Chairman and Chief Executive Officer in June 2000. In December 2005, he was elected Chairman, President, and Chief Executive Officer of 3M Company. Mr. Buckley also serves as a director of 3M Company and Archer-Daniels-Midland Company and within the past five years has served on the boards of Ingersoll-Rand plc and Tyco Corporation.
Mr. Buckley, who is 63, is a member of the Audit Committee.

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

If elected, Mr. Buckley’s term will expire at the 2014 Annual Meeting.
CARLOS M. CARDOSO, Chairman of the Board, President and Chief Executive Officer of Kennametal, Inc., has been a director of the Company since October 2007. Mr. Cardoso joined Kennametal in 2003 and served as Vice President and Chief Operating Officer prior to assuming his current position in 2005. Prior to his tenure with Kennametal, Mr. Cardoso was President of the Pump Division of Flowserve Corporation from 2001 to 2003.



Mr. Cardoso is 5053 years old and has been a director since October 2007. He is a member of the Corporate Governance Committee and the Compensation and Organization Committee.



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

If elected, Mr. Cardoso’s term will expire at the 20112014 Annual Meeting.

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ROBERT B. COUTTS, retired, effective March 31, 2008, as Executive Vice Presidenthas been a director of the Lockheed Martin Corporation.Company since July 2007. Mr. Coutts served as Executive Vice President, Electronic Systems of Lockheed Martin from 1999 until he assumed his current position in September 2007.1998 through 2008. Prior to his tenure with Lockheed Martin, Mr. Coutts held senior management positions over a 20-year period with the General Electric Company and Martin Marietta Company. In addition, he is a director of K Hovnanian Enterprises, Inc.

and of Pall Corporation.

Mr. Coutts is 5760 years old and is Chair of the Corporate Governance Committee and a member of the Finance and Pension Committee.
Mr. Coutts’ long experience in senior management of Lockheed Martin and General Electric Company has led him to develop expertise in manufacturing, supply chain management, and government contracting that is of value to the Board as the Company seeks to expand its sales to the U.S. government and continue to improve its global manufacturing operations and sourcing.
If elected, Mr. Coutts’ term will expire at the 2014 Annual Meeting.
MANUEL A. FERNANDEZ, Chairman Emeritus, Gartner, Inc., was elected a director of Black & Decker in 1999 and was appointed to the Company’s Board of Directors on March 12, 2010, when the Merger was completed.
Mr. Fernandez held various positions with ITT, Harris Corporation, and Fairchild Semiconductor Corporation before becoming President and Chief Executive Officer of Zilog Incorporated in 1979. In 1982, he founded Gavilan Computer Corporation and served as President and Chief Executive Officer and, in 1984, became President and Chief Executive Officer of Dataquest, Inc., an information technology service company. From 1991, he served as President, Chairman of the Board, and Chief Executive Officer of Gartner, Inc., and was elected Chairman Emeritus in 2001. Since 1998, he also has been the Managing Director of SI Ventures, a venture capital firm. Mr. Fernandez also serves as Non-executive Chairman of SYSCO Corporation, as Lead Director of Brunswick Corporation, and as a director since July 2007. Heof Flowers Foods, Inc.
Mr. Fernandez, who is 64, is a member of the Corporate Governance Committee and of the Finance and Pension Committee.


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Mr. Fernandez provides the Board and management broad expertise and insight into finance, management, and technology issues as a result of his prior experience as the Chief Executive Officer of Gartner, Inc. and his current role as a managing director of SI Ventures. Mr. Fernandez also has acquired particular knowledge of corporate governance issues as the most recent Chairman of the Corporate Governance Committee of Black & Decker and a member of the Corporate Governance/ Nominating Committee of Flowers Foods, Inc.
If elected, Mr. Coutts’Fernandez’s term will expire at the 20112014 Annual Meeting.

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MARIANNE MILLERM. PARRS, retired, served as Executive Vice Presidenthas been a director of the Company since April 2008. She has held a number of executive and Chief Financial Office ofmanagement positions at International Paper Company from November 2005 until the end of 2007;since 1974, including Executive Vice President with responsibility for Information Technology, Global Sourcing, Global Supply Chain—DeliveryChain-Delivery from 1999 to 2005;2005 and also held other executiveExecutive Vice President and management positions at International Paper since 1974.Chief Financial Officer from November 2005 until the end of 2007. Ms. Parrs also serves on the boards of CIT Group Inc.;, Signet Jewelers Limited, the Rise Foundation in Memphis, Tennessee; andTennessee, the Leadership Academy in Memphis, Tennessee.

Tennessee, Josephines Circle, Memphis, Tennessee and the United Way of the Mid-South.

Ms. Parrs is 6466 years old and has not previously served asis a member of the BoardAudit Committee and the Finance and Pension Committee.
As the former Executive Vice President and Chief Financial Officer of Directors. A third party search firm recommendedInternational Paper Company, Ms. Parrs to the Corporate Governance Committee, which subsequently recommended her for electionbrings expert knowledge in finance to the Board.

Ms. Parrs also brings experience in supply chain management and communication matters through an earlier role at International Paper Company. This experience makes Ms. Parrs a valuable resource for the Board and management. If elected, MsMs. Parrs’ term will expire at the 20112014 Annual Meeting.

Information Concerning Directors Continuing in Office

LOGO

 

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

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JOHN G. BREEN, retired, served as Chairmanwas elected Lead Independent Director of the Board when the Company completed the Merger on March 12, 2010. He has been a director of the Company since July 2000. Mr. Breen was the Chief Executive Officer of The Sherwin-Williams Company from 1979 to 1999; he also served as Chairman of the Board of that company from April 1980 to April 2000; he had been Chief Executive Officer from 1979 to 1999. He2000. Mr. Breen is a director of MTD Holdings Inc. and Goodyear Tire & Rubber Company. He also is a Trusteetrustee of John Carroll University and of University Hospitals Health Systems.

Systems, and within the past five years has served on the boards of MeadWestvaco Corporation, Goodyear Tire & Rubber Company, Armada Funds, and Allegiant Advantage Funds.

Mr. Breen is 7376 years old and is a member of the Audit Committee, the Compensation and Organization Committee and the Executive Committee.
Due to Mr. Breen’s long tenure on the Company’s Board, he has in-depth knowledge of the Company that makes him a valuable asset to the Board. As a former Chief Executive Officer of The Sherwin-Williams Company, Mr. Breen’s extensive experience with a retail business and his familiarity with operations and the distribution channels into which the Company sells products is of great value to the Company.
Mr. Breen’s term will expire at the 2013 Annual Meeting.
PATRICK D. CAMPBELL, Senior Vice President and Chief Financial Officer of 3M Company since 2002, has been a director since July 2000. He is Chair of the Audit CommitteeCompany since October 2008. Prior to his tenure with 3M, Mr. Campbell had been Vice President of International and Europe for General Motors Corporation where he served in various finance related positions during his 25 year career with that company.
Mr. Campbell is 58 years old and is a member of the ExecutiveAudit Committee and the Finance and Pension Committee.

As the Senior Vice President and Chief Financial Officer of 3M Company, Mr. Breen’sCampbell has expert knowledge in finance. Before he joined 3M Company, Mr. Campbell worked at General Motors in various capacities, including the role of Chief Financial Officer and Vice President of General Motors International Operations, based in Switzerland, for six years. This experience gives Mr. Campbell a perspective that he is able to use to help the Board understand the issues management confronts on a daily basis and to serve as a resource for management.
Mr. Campbell’s term will expire at the 20102012 Annual Meeting.

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VIRGIS W. COLBERT retired,has been a director of the Company since July 2003. Mr. Colbert served as Executive Vice President Miller Brewing Companyof Worldwide Operations from 1997 to 2005;2005 and Senior Vice President-WorldwidePresident of Operations from 1995 to 1997; Vice President Operations from 1993 to 1995; and also held other key leadership positions at1997 for Miller Brewing from 1979.Company. Mr. Colbert continues to serve as a Senior Advisor to MillerCoors Company (formerly Miller Brewing.Brewing Company). In addition, he is currently a director of The Manitowoc Company, Inc., Sara Lee Corporation, Bank of America, and Lorillard, Inc., and within the past five years has served on the boards of Merrill Lynch and& Co. Inc.

and Delphi Corporation.

Mr. Colbert is 6871 years old and has been a director since July 2003. He is Chair of the Compensation and Organization Committee and a member of the Corporate Governance Committee and the Executive Committee.

Mr. Colbert provides the Board and management broad experience in management and oversight of consumer businesses through his professional service with Miller Brewing Company and his public company directorships. He brings significant expertise in domestic and international operations, logistics management, change management, strategic planning, risk management, and manufacturing, which is important to our large and diversified global company.
Mr. Colbert’s term will expire at the 20102013 Annual Meeting.

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4

LOGO     

BENJAMIN H. GRISWOLD, IV, Chairman, Brown Advisory, was elected a director of Black & Decker in 2001 and was appointed to the Company’s Board of Directors on March 12, 2010, when the Merger was completed.
Mr. Griswold joined Alex. Brown & Sons in 1967, became a partner of the firm in 1972, was elected Vice Chairman of the Board and director in 1984, and became Chairman of the Board in 1987. Upon the acquisition of Alex. Brown by Bankers Trust New York Corporation in 1997, he became Senior Chairman of BT Alex. Brown, and upon the acquisition of Bankers Trust by Deutsche Bank in 1999, he became Senior Chairman of Deutsche Banc Alex. Brown, the predecessor of Deutsche Bank Securities Inc. Mr. Griswold retired from Deutsche Bank Securities Inc. in February 2005 and was appointed Chairman of Brown Advisory, an asset management and strategic advisory firm, in March 2005. Mr. Griswold also serves as a director of Baltimore Life Insurance Company, Flowers Foods, Inc., and W.P. Carey & Co., LLC. He also serves on the Deutsche Bank Americas Client Advisory Board. In the non-profit sector, he is a trustee of the Johns Hopkins University and the Peabody Institute and chairs the Baltimore Symphony Orchestra’s Endowment Board.
Mr. Griswold, who is 70, is a member of the Audit Committee and of the Compensation and Organization Committee.
Mr. Griswold brings to the Board substantial experience with finance and investment banking matters after spending more than 30 years in the financial services industry, including a number of years in various leadership positions. Combined with his long tenure as a director of Black & Decker, Mr. Griswold is an important resource for the Board and management.
Mr. Griswold’s term will expire at the 2012 Annual Meeting.
EILEEN S. KRAUS, retired, has been a director of the Company since October 1993. She served as Chairman, Fleet Bank, Connecticut, a subsidiary of Fleet Boston Financial, from 1995 to 2000. She had been President, Shawmut Bank Connecticut, N.A., and Vice Chairman of Shawmut National Corporation since 1992;from 1992 to 1995; Vice Chairman, Connecticut National Bank and Shawmut Bank, N.A. since 1990;from 1990 to 1992; and Executive Vice President of those institutions since 1987.from 1987 to 1990. She is the lead director of Kaman Corporation, a director and Chairman of the Corporate Governance Committee of Rogers Corporation, and chairmanChairman of the advisoryAudit Committee of the board of Ironwood Mezzanine FundFunds I and II and Chairman of the Advisory Committee of Ironwood Mezzanine Funds I.

Mrs. Kraus also serves on the board and Compensation Committee of Connecticare, Inc.

Mrs. Kraus is 6972 years old and has beenis Chair of the Audit Committee and a director since October 1993. She is Chairmember of the Corporate Governance Committee and a memberthe Executive Committee.
Due to Mrs. Kraus’ long tenure with the Board, she has in-depth knowledge of the Audit CommitteeCompany. Mrs. Kraus also has broad general management experience and financial expertise from her years in executive management at Connecticut National Bank, Shawmut Bank, N.A., and Fleet Bank Connecticut, and is a financial expert. Mrs. Kraus’ knowledge of the Executive Committee.

Company and her management judgment and financial expertise make her a valuable resource for the Board and management.

Mrs. Kraus’ term will expire at the 20092012 Annual Meeting.

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ANTHONY LUISO, retired President-Campofrio Spain, Campofrio Alimentacion, S.A., was elected a director of Black & Decker in 1988 and was elected a member of the Company’s Board of Directors on May 20, 2010.
Mr. Luiso was employed by Arthur Andersen & Co. and, in 1971, joined Beatrice Companies, Inc. He held various positions at Beatrice, including President and Chief Operating Officer of the International Food Division and President and Chief Operating Officer of Beatrice U.S. Food. Mr. Luiso left Beatrice in 1986 to become Group Vice President and Chief Operating Officer of the Foodservice Group of International Multifoods Corporation and served as Chairman of the Board, President, and Chief Executive Officer of that corporation until 1996. He served as Executive Vice President of Tri Valley Growers during 1998. In 1999, he joined Campofrio Alimentacion, S.A., the leading processed meat products company in Spain, as President-International and subsequently served as President of Campofrio Spain through 2001.
Mr. Luiso, who is 67, is a member of the Compensation and Organization Committee.

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Based on Mr. Luiso’s service as a director of Black & Decker for over 20 years, he has extensive knowledge of the Black & Decker business. This knowledge, together with his prior management experience, is of great value to the Board and management, particularly during the integration of the two companies.
Mr. Luiso’s term will expire at the 2013 Annual Meeting.
JOHN F. LUNDGREN, President and Chief Executive Officer of the Company, has been a director of the Company since March 2004. Mr. Lundgren served as Chairman and Chief Executive Officer of The Stanley Works.the Company from March 2004 through March 2010. In connection with the Merger, Mr. Lundgren relinquished his position as Chairman of the Board on March 12, 2010, and remained with the Company as a director and its President and Chief Executive Officer. Before he joined the Company, March 1, 2004 after havingMr. Lundgren served since 2000 as President—EuropeanPresident-European Consumer Products, of Georgia Pacific Corporation.Corporation from 2000 to 2004. Formerly, he had held the same position with James River Corporation from 1995-19971995 to 1997 and Fort James Corporation from 1997-20001997 to 2000 until its acquisition by Georgia-Pacific.

Mr. Lundgren also serves on the board of Callaway Golf Company.

Mr. Lundgren is 5659 years old and has been a director since March of 2004. He is Chair of the Executive Committee.

As the Chief Executive Officer of the Company, Mr. Lundgren provides the Board with knowledge of the daily workings of the Company and also with the essential experience and expertise that can be provided only by a person who is intimately involved in running the Company. Mr. Lundgren’s service on the Board and as Chief Executive Officer of the Company will provide necessary continuity of leadership for the Company’s legacy Stanley business.
Mr. Lundgren’s term will expire at the 20102013 Annual Meeting.

LOGO 

LAWRENCE A. ZIMMERMAN, Executive

ROBERT L. RYAN, retired Senior Vice President and Chief Financial Officer, Medtronic Inc., was elected a director of Black & Decker in 2005 and was appointed to the Company’s Board of Directors on March 12, 2010, when the Merger was completed.
Mr. Ryan was a management consultant for McKinsey and Company and a Vice President for Citicorp. He joined Union Texas Petroleum Corporation as Treasurer in 1982, became Controller in 1983, and was promoted to Senior Vice President and Chief Financial Officer in 1984. In April 1993, Mr. Ryan was named the Senior Vice President and Chief Financial Officer of Medtronic, Inc. He retired from Medtronic in 2005. Mr. Ryan also serves as a director of The Hewlett-Packard Company, Citigroup Inc. and General Mills, Inc. and is a trustee of Cornell University and within the past five years has served on the board of UnitedHealth Group, Inc.
Mr. Ryan, who is 67, is a member of the Corporate Governance Committee and of the Finance and Pension Committee.
As the former Chief Financial Officer of United Texas Petroleum Corporation and Medtronic, Inc., Mr. Ryan has extensive experience in finance matters and is a financial expert. Mr. Ryan also has served on a number of boards of public companies, and the experience gained by serving on those boards makes him a valuable resource for the Company.
Mr. Ryan’s term will expire at the 2012 Annual Meeting.
LAWRENCE A. ZIMMERMAN, previously Chief Financial Officer of Xerox Corporation, has been a director of the Company since July 2005. Mr. Zimmerman served as Chief Financial Officer of Xerox from June 2002.2002 through February 2011. Prior to joining Xerox, Mr. Zimmerman held senior executive finance positions over a 31-year period with IBM. He is a director of Brunswick Corporation and Vice Chairman of Xerox Corporation.

Mr. Zimmerman is 6568 years old and has been a director since July 2005. He is Chair of the Finance and Pension Committee and a member of the AuditCompensation and Organization Committee and the CompensationExecutive Committee.
As the former Chief Financial Officer of Xerox Corporation, Mr. Zimmerman has expert knowledge in finance. In addition, Mr. Zimmerman’s prior employment affords him insights into the challenges that face management of a company that he is able to use to help the Board understand the issues management confronts on a daily basis and Organization Committee.

also to serve as a resource for management.

Mr. Zimmerman’s term will expire at the 20092012 Annual Meeting.


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Board of Directors
Qualifications of Directors and Nominees.

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

     The Company carefully considered the qualifications, skills and experience of each director when concluding that the director should serve on the Board. With respect to each individual director, the Company believes that the director is appropriate to serve on the Board due to the qualifications and experience described above.
Board Leadership Structure. The negotiations between the Company and Black & Decker relating to the Merger also included extensive discussions regarding the Board leadership structure. The Company and Black & Decker agreed that, upon completion of the Merger, the roles of Chairman and Chief Executive Officer would be separated and a Lead Independent Director position would be created. As a result, upon completion of the Merger, John F. Lundgren, who was the Company’s Chairman and Chief Executive Officer prior to the transaction, resigned as Chairman; Nolan D. Archibald, who was Black & Decker’s Chairman, President and Chief Executive Officer prior to the transaction, was appointed Executive Chairman; and John G. Breen, who was an independent director of the Company prior to the Merger, was appointed Lead Independent Director. Under the terms of the Company’s By-Laws and Corporate Governance Guidelines, the Chairman presides at all meetings of the Board at which he is present and, jointly with the Chief Executive Officer and the Lead Independent Director, establishes a schedule of agenda subjects to be discussed during the year at the beginning of each year and the agenda for each Board meeting. The Lead Independent Director presides at executive sessions of the Board and at any meeting of the Board at which neither the Chairman nor the Chief Executive Officer is present, participates in the establishment of agendas as described in the preceding sentence, and ensures that the views, opinions and suggestions of the other independent directors are adequately brought to the attention of the Chairman and the Chief Executive Officer and, together with the Chairman and Chief Executive Officer, ensures that such views, opinions and suggestions are adequately addressed with the Board.
     One of the Company’s primary objectives over the next several years will be to properly integrate the legacy Stanley businesses and the legacy Black & Decker businesses, a process that started upon completion of the Merger. To help ensure a smooth integration, the Board believes it essential that the Board leadership include members with experience from both the Company and Black & Decker as the companies existed prior to completion of the Merger. The Company therefore has determined that vesting the leadership of the Board in a Chairman and in a Lead Independent Director, with an obligation that both consult with the Chief Executive Officer in establishing agendas and addressing certain other matters, as described above, is appropriate for the Company at this time. Separating the role of Chairman from that of Chief Executive Officer allows Mr. Lundgren, who previously held both titles, to focus on the integration of the Stanley and Black & Decker businesses.
Risk Oversight. As required by our Corporate Governance Guidelines, during the orientation process for new directors, each director receives a presentation from the Company’s senior management that details the Company’s risk management policies and procedures. Our Audit Committee routinely discusses with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies. The Finance and Pension Committee also periodically reviews the Company’s risk management program and its adequacy to safeguard the Company against extraordinary liabilities or losses. Both the Audit Committee and the Finance and Pension Committee report to the full Board regarding the status of the Company’s risk management program and policies, and any issues or concerns that may arise. To ensure that there is appropriate Board oversight of the risk management process, the Board is committed to having individuals experienced in risk management on both the Audit Committee and the Finance and Pension Committee.
7

Meetings. The Board of Directors met 5five times during 2007.2010. The various Board committees met the number of times shown in parentheses: Executive (0), Audit (4), Corporate Governance (4), Finance and Pension (2), and Compensation and Organization (7)(5). The members of the Board serve on the committees described in their biographical material on pages 1-3. Except for Messrs. Cardoso and Coutts,1-6. In 2010, 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. During 2007, Messrs. Cardoso and Coutts have attended all meetings of the Board of Directors and all meetings of the committees of the Board of Directors on which they serveserved that have been held since becoming membersthe director became a member of the Board of Directors in October 2007and July 2007, respectively. Althoughor the applicable committees. The Company has no formal policy regarding attendance by members of the Board of Directors at the Company’s Annual Meetings, all membersMeetings. In 2010, the Annual Meeting was held approximately one month later than usual as a result of the BoardMerger. As a result, a number of Directors on that datethe directors had prior commitments and were unable to attend. Nolan Archibald, John Lundgren, Robert Coutts and Marianne Parrs attended the 20072010 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.stanleyworks.comwww.stanleyblackanddecker.com. The Board of Directors has made the determination that all director nominees standing for election and all of its nominees and incumbent directors exceptwhose terms will continue after the Chairman,Annual Meeting, except Mr. Lundgren and Mr. Archibald, are independent according to the Board’sDirector 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.stanleyworks.comwww.stanleyblackanddecker.com or upon

3

written request to The Stanley Works,Black & Decker, Inc., 1000 Stanley Drive, New Britain, Connecticut 06053, Attention: Investor Relations. Changes to any charter, the Board’sDirector Independence Standards or the Corporate Governance Guidelines will be reflected on the Company’s website.

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

.

Audit Committee.Committee. The Audit Committee nominates the Company’s independent auditing firm, reviews the scope of the audit, approves in advance audit and non-audit services, and reviews with the independent auditors and the Company’s internal auditors their activities and recommendations, including their recommendations regarding internal controls and critical accounting policies. The Audit Committee meets with the independent auditors, the internal auditors, and management, each of whom has direct and open access to the Audit Committee. The Board of Directors has made the determination that all of the members of the Audit Committee are independent according to the Board’sDirector 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. Directors who are notThe Audit Committee has issued a standing invitation to all members may attend any of the Committee’s meetings they wishBoard of Directors to attend.attend Audit Committee meetings. The Board of Directors has determined that John G. BreenEileen S. Kraus meets the requirements for being an Audit Committee Financial Expert as that term is defined in Item No. 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.stanleyworks.comwww.stanleyblackanddecker.com.

Corporate Governance Committee.Committee. The Corporate Governance Committee makes recommendations to the Board 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, companyCompany 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 Stanley’sthe Company’s corporate governance guidelines and establishing a procedure for evaluating Board performance. The Corporate Governance Committee also approves policy guidelines on charitable contributions. The Company’s By-Laws require that any 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. Candidates are considered in lightIn 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 entiretyBoard, and the challenges and needs of their credentials. 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:
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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 Board’sDirector 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.stanleyworks.comwww.stanleyblackanddecker.com.

Shareholders who wish to submit names to be considered by the Corporate Governance Committee for nomination for election to the Board of Directors should, as set forth in the Company’s By-Laws, 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 statementProxy Statement was first mailed relating to the immediately preceding annual meeting of shareholders,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

4

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 beingbe named in the proxy statementProxy Statement for the annual meetingAnnual 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 meetingAnnual Meeting to make such nomination.

Compensation and Organization Committee.Committee. The Compensation and Organization Committee (the “Compensation Committee”), with the assistance of Exequity LLP,its compensation consultant, periodically conducts on-going evaluations of existing executive compensation programs. During 2007,programs and administers the Company’s executive compensation plans. The Committee heldmet five (5)times during 2010 and met in executive sessionssession at the end of each of those meetings to review different aspects of the Company’s existing executive compensation programs. A representativeRepresentatives from Exequity LLP wasTowers Watson were present at four (4)three meetings of those executive sessions and nothe Compensation Committee. No management employees participated in executive sessions relating to compensation arrangements for our Chief Executive Officer. The Committee also administers the Company’s executive compensation plans. The procedures and process followed by the Compensation and Organization 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 and Organization Committee are independent according to the Board’sDirector 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 and Organization Committee operates under a charter, which is available free of charge on the “Corporate Governance” section of the Company’s website,www.stanleyworks.comwww.stanleyblackanddecker.com. The following persons served as members of the Compensation Committee during 2010: Virgis W. Colbert, John G. Breen, Carlos M. Cardoso, Benjamin H. Griswold, IV, Anthony Luiso, and Lawrence A. Zimmerman.

Finance and Pension Committee.Committee. The Finance and Pension Committee advises in major areas concerning the finances of the Company and oversees the Company’s administration of its qualified and non-qualified defined contribution and defined benefit retirement plans. The Board of Directors has made the determination that all of the members of the Finance and Pension Committee are independent according to the Board’sDirector 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.

Compensation.    StanleyDirector Compensation. The Company pays its directors who wereare not employees of the Company or any of its subsidiaries an annual retainer and pays an additional fee to those non-employee directors who serve as committee chairs.chairs and to the Lead Independent Director. The annual retainer fee paid to suchnon-employee directors in 2007 was increased, effective April 20, 2010, from $75,000 and the annual feeto $110,000. In addition, fees for committee chairs was $10,000.were increased from $10,000 to $15,000 per year for the chairs of the Audit Committee and the Compensation Committee. The chairs of the Corporate Governance Committee and the Finance and Pension Committee each receive $10,000 per year and the Lead Independent Director
9

receives $20,000 per year. Non-employee directors may defer any or all of their fees in the form of Stanley Common StockCompany common stock or as cash accruing interest at the five-year treasury bill rate; a director is required to defer his or her fees, in the form of Stanley Common Stock,Company common stock, so long as he or she owns fewer than 7,500 shares. StanleyThe Company also grants its non-employee directors Restricted Stock Units with dividend equivalent rights pursuant to the Company’s Restricted Stock Unit Plan for Non-Employee Directors (the “Director RSU Plan”). These Awards are fully vested at the time of grant and entitle each recipient to a cash payment equal to the market value of a share of StanleyCompany 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 25, 2007,20, 2010, each non-employee director of the Company received 2,0001,791 Restricted Stock Units with dividend equivalent rights pursuant to the Director RSU Plan.

Directors may also receive Company products with an aggregate value of up to $5,000 annually.

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

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Business Conduct Guidelines.Guidelines. The Company has adopted a worldwide set of Business Conduct Guidelines applicable to all of its directors, officers and employees and a code of ethics for the CEOChief 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.stanleyworks.comwww.stanleyblackanddecker.com or otherwise upon request addressed to The Stanley Works,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 2007,2010, subjects covered with Board members included a report on shareholder activism, which was presented by an investment banking firm; a presentation on officer and director liability and the related insurance implications; and a presentation on the Company’s compliance and ethics program.program, implications of the Dodd-Frank Act, and directors’ and officers’ liability and insurance therefor. 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 Partyrelated party transaction involving a Related Personrelated person as that term is defined in Item 404(a) of Regulation S-K, to the attention of the General Counsel. The General Counsel obtains the facts to determine whether a conflict or potential conflict exists and determine the appropriate action in consultation with appropriate members of management. Where a proposed transaction involves a Related Person as that term is defined in Item 404(a) of Regulation S-K, the General Counsel discusses the reasons for the transaction with appropriate members of management. In the event management believes it is in the best interest of the Company to proceed with the transaction, the proposed transaction is brought to the attention of the Board for its review and approval.

Compensation Committee Interlocks and Insider Participation.    The following persons served as members of the Compensation and Organization Committee during 2007: Carlos M. Cardoso, Virgis W. Colbert, Emmanuel A. Kampouris, Kathryn D. Wriston, Lawrence A. Zimmerman.

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 sharesstock of the Company as of February 29, 2008,25, 2011, except as shown in this table. In addition, as of February 29, 2008, Citibank, N.A. owned of record 11.11% of the outstanding common shares as Trustee under the Stanley Account Value (401(k)) Plan for the benefit of the plan participants.

(2) Name and address of(3) Amount and nature of(4) Percent of
(1) Title of classbeneficial ownerbeneficial ownershipclass
Common StockFMR, LLC13,453,517 (2,282,519 sole power to vote or direct8.10%
$2.50 par value82 Devonshire Streetthe vote; 0 shared power to vote or direct the vote;
Boston, MA 0210913,453,517 sole power to dispose or direct the
    

(1) Title of class

disposition)		 

(2) Name and address of

beneficial owner

 

(3) Amount and nature of

beneficial ownership

 (4) Percent of
class

Common Stock

$2.50 par value

 

Barrow, Hanley, Mewhinney & Strauss, Inc.

2200 Ross Avenue, 31st Floor

Dallas, TX 75201-2761

Common Stock 10,286,331 (6,319,886 soleBlackRock, Inc.10,202,337 (sole power to vote or direct the vote; 3,966,445 shared power to vote or direct the vote; 10,286,331 and6.15%
$2.50 par value40 E. 52nd St.sole power to dispose or direct the disposition) 12.86%

Common Stock

$2.50 par value

 

FMR Corp.

82 Devonshire Street

Boston, MA 02109

New York, NY 10022		 6,971,302 (59,394 sole power to vote or direct the vote; 6,971,302 sole power to dispose or direct the disposition) 8.48%

6


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


Security Ownership of Directors and Officers

No

     Except as reflected in the table below, no director, nominee, or executive officer owns more than 1% of the outstanding common shares.stock of the Company. As of February 29, 2008,25, 2011, the executive officers, nominees, and directors as a group owned beneficially approximately 2.4%3% of the outstanding common shares.stock. The following table sets forth information regarding beneficial ownership as of February 29, 200825, 2011 with respect to the shareholdings of the directors, nominees for director, each of the executive officers named in the table on page 16,23, and all directors, nominees for director, and executive officers as a group (except with respect to (a) the Supplemental Account Value Plan shares shown within footnote 3 below and (b) the shares shown in footnotes 2 and 4group. Except as noted below, the beneficial owner of the shares shown for the most partnamed individual has sole voting and investment power):

    
Name  Common Shares
Owned		     Percent of
Class Owned

John G. Breen

  23,260 (1)(2)  *

Stillman B. Brown

  32,000   *

Carlos M. Cardoso

  266 (2)  *

Virgis W. Colbert

  10,166 (1)(2)  *

Robert B. Coutts

  577 (2)  *

Hubert W. Davis, Jr.  

  133,112 (1)(3)  *

Emmanuel A. Kampouris

  19,000 (1)  *

Eileen S. Kraus

  38,991 (1)(2)  *

James M. Loree

  565,206 (1)(3)(4)  *

John F. Lundgren

  534,105 (1)  *

Donald R. McIlnay

  104,200 (1)(3)  *

Marianne Miller Parrs

  0   *

Thierry Paternot

  150,000 (1)  *

Kathryn D. Wriston

  28,500 (1)  *

Lawrence A. Zimmerman

  7,197 (2)  *

Directors and executive officers as a group (21 persons)

  1,915,669 (1)(2)(3)(4)  2.4%
power with respect to the shares shown.
  Common Shares   Percent of
Name     Owned           Class Owned
Donald Allan, Jr. 67,844 (1)(3) *
Jeffery D. Ansell 46,913 (1)(3) *
Nolan D. Archibald 2,770,355 (1)(3) 1.66%
John G. Breen 31,193 (2) *
George W. Buckley 15,326   *
Patrick D. Campbell 4,331 (2) *
Carlos M. Cardoso 6,004 (2) *
Virgis W. Colbert 10,822 (1)(2) *
Robert B. Coutts 6,427 (2) *
Manuel A. Fernandez 45,753 (1)(2) *
Benjamin H. Griswold, IV 54,164   *
Eileen S. Kraus 37,045 (1)(2) *
James M. Loree 251,813 (1)(3)(4) *
Anthony Luiso 80,605 (2) *
John F. Lundgren 852,496 (1) *
Marianne M. Parrs 7,898 (2) *
Robert L. Ryan 2,061   *
Lawrence A. Zimmerman 13,888 (2) *
Directors, nominees and executive officers as a group (32 persons) 5,045,007 (1)-(4) 3.01%

*Less than 1%
(1)Includes shares which may be acquired by the exercise of stock options on or before April 26, 2011 as follows: Mr. Breen, 3,000;Allan, 47,500; Mr. Archibald, 1,910,873; Mr. Colbert, 2,318; Mr. Davis, 102,500; Mr. Kampouris, 6,000;Fernandez, 6,374; Mrs. Kraus, 15,500;9,000; Mr. Loree, 437,500;187,950; Mr. Lundgren, 418,750; Mr. McIlnay, 66,250; Mr. Paternot, 150,000; and Mrs. Wriston, 15,500;672,555; and all directors, nominees and executive officers as a group, 1,393,568.2,836,570, and shares that may be acquired upon vesting of RSUs on or before April 26, 2011 as follows: Mr. Allan, 5,000; Mr. Ansell, 25,000; Mr. Archibald, 75,225; Mr. Loree, 12,500; Mr. Lundgren, 25,000; and all directors, nominees and executive officers as a group, 142,725.
(2)Includes the share accounts maintained by Stanleythe Company for those of its directors who have deferred their director fees as follows: Mr. Breen, 14,260;22,193; Mr. Campbell 4,331; Mr. Cardoso, 266;6,004; Mr. Colbert, 7,848;8,564; Mr. Coutts, 577;6,427; Mr. Fernandez, 1,419; Mrs. Kraus, 21,683;23,661; Mr. Luiso, 1,113; Ms. Parrs 3,898; Mr. Zimmerman, 3,697;10,388; and all directors as a group, 48,331.87,998.
(3)Includes shares held as of February 29, 200825, 2011 under Stanley’sthe Company’s savings plans (Account Value(Retirement Account Plan and Supplemental Retirement Account Value Plan, respectively), as follows: Mr. Davis, 967/1,167;Allan, 957/299; Mr. Ansell, 1,171/1,072; Mr. Archibald, 6,068/0; Mr. Loree, 1,167/3,653; Mr. McIlnay, 3,953/686;627/1,967; and all executive officers as a group, 23,737/15,296.35,515/10,607.
(4)
Includes restricted share unit accounts maintained by Stanleythe Company as follows: Mr. Loree, 80,000;40,000; and all executive officers as a group, 85,875.40,000.



Audit Committee Report

In connection with the December 29, 2007 financial statements for the fiscal year ending January 1, 2011, the Audit Committee: (1) reviewed and discussed the audited financial statements with management; (2) discussed with the independent auditors the matters required to be discussed under Statement on Auditing Standards No. 61; and (3) received the written disclosures and the letter from the independent auditorsaccountants required by Independence Standardsthe applicable requirements of the Public Company Accounting Oversight Board Standard No. 1regarding the independent accountant’s communications with the Audit Committee concerning independence, and discussed with the independent auditorsaccountants the independent auditors’accountants’ independence. Based upon these reviews and in reliance upon these discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for filing with the SEC.

Audit Committee

John G. Breen (Chair)

Stillman B. Brown

Eileen S. Kraus

Lawrence A. Zimmerman

7

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

Compensation and Organization Committee report

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 with management.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.

CompensationProxy Statement and Organization Committee

Virgis W. Colbert (Chair)

Carlos M. Cardoso

Emmanuel A. Kampouris

Kathryn D. Wriston

Lawrence A. Zimmerman

its Annual Report on Form 10-K.

Compensation and Organization Committee
Virgis W. Colbert (Chair)
John G. Breen
Carlos M. Cardoso
Benjamin H. Griswold, IV
Anthony Luiso
Lawrence A. Zimmerman

12

Executive Compensation

Compensation Discussion and Analysis

Executive Summary
The merger with The Black & Decker Corporation was an important achievement in our ongoing strategy to diversify, transform and profitably expand our business portfolio. The Merger, which was completed on March 12, 2010, expanded the Company’s primaryglobal reach in both hand and power tools, cemented our global cost leadership, and allowed us to unlock annual cost synergies through the efficient management of operating costs and inventories. The integration is proceeding ahead of plan, as a result of which the Company realized $135 million of cost synergies in 2010, $45 million more than originally forecast.
     In connection with the Merger, we evaluated our compensation programs with several goals in mind. First, our compensation packages should promote our post-Merger vision and strengthen the alignment between pay and performance. Second, compensation packages of legacy Stanley and legacy Black & Decker employees serving in comparable roles should be aligned, but not necessarily equal, as differences in geography, experience and other individual factors need to be taken into account. Third, compensation packages should be sufficient to attract and retain the talent we need to run our Company effectively.
     Some of the actions taken in 2010, such as the grant of restricted stock units to certain executives upon completion of the Merger, were directly related to the Merger and are not expected to recur. These one-time actions are not addressed in the general discussion of our compensation philosophy or included in the benchmarking data and other information provided therein; instead, they are addressed in the discussion entitled “Specific Awards Granted in Connection with the Merger” below. Similarly, the employment agreement with our Executive Chairman, Nolan D. Archibald, was negotiated and signed in connection with the negotiation of the Merger Agreement between The Stanley Works and The Black & Decker Corporation. Mr. Archibald does not participate in all of the compensation programs applicable to other executive officers, and accordingly, the discussion of the Company’s executive compensation program generally does not address Mr. Archibald’s compensation. The elements of Mr. Archibald’s compensation are summarized in the section entitled “Agreement with Nolan D. Archibald, Executive Chairman.”
What is the purpose of Stanley Black & Decker’s executive compensation program?
     The purpose of our executive compensation program is to provide competitive remuneration as executives create shareholder value, with an appropriate balance between measuring profitability and stability, while assuring that executives drive efficiencies by using capital judiciously. Our compensation programs are designed to promote our post-Merger vision and strengthen the alignment between executive pay, performance and strategy. We delivered very strong performance in 2010 itself and for certain of the incentive compensation performance periods ending in 2010.
13

meet its 2008-2010 EPS, and ROCE threshold goals by 15% and 31%, respectively. Although this was due in part to the global economic downturn during the performance period, the goals were not met and, accordingly, no distributions were made with respect to the 2008-2010 LTIP performance period.
Does the executive compensation program pay for performance?
The Company’s executive compensation programs are designed to pay for performance. When measured against our peers, the Company’s executive compensation programs demonstrate strong alignment between executive pay and Company performance for 2010 and over the recently completed three-year performance cycle. The Company targets compensation for its named executive officers at the median of our peer group for similarly situated executives. The amount of compensation realized by our executives is intended to be in the higher ranges of the peer group when performance is strong and in the lower ranges of the peer group when we fail to meet our target performance objectives. Compensation was strongly aligned with our performance in 2010 and over the three-year period ending in 2010, with both near the 75th percentile of our peer group.
Were the executive compensation programs adjusted following the Merger?
     Yes. Following the Merger, we adjusted base pay and target compensation levels for our executives to reflect the increased complexity and responsibilities associated with leading a company of our size. On average, our named executive officers (excluding Mr. Archibald) received a 24% increase to base salaries and a 22% increase in their target MICP bonuses. These adjustments were intended to approximate the median compensation levels for executives at a peer group of similarly sized companies.
Is an appropriate portion of pay at risk for executives?
     Yes, a significant portion of executive compensation is at risk. The Company’s executive compensation programs are weighted heavily towards variable compensation in order to designensure that the bulk of targeted compensation is only delivered when tangible results warrant it. On average for our named executive officers, nearly 80% percent of compensation is at risk. This strengthens the alignment of executive and shareholder interests and provides a reward system that will align executives’compelling incentive for executives to optimize business results. Variable compensation is balanced between annual and long-term incentive compensation, with a greater emphasis on the long-term component to promote the sustainability of business results.
Is the appropriate peer group being used to benchmark executive compensation?
     We believe we are using an appropriate peer group to benchmark executive compensation. In 2010, in connection with the Merger, we adjusted the peer group we use to benchmark executive compensation. We recognized that the market in which we compete for executive talent changed, given the enhanced skills and experience required to manage a business of increased scale, global breadth and complexity. Accordingly, the Compensation Committee approved use of a new peer group for benchmarking executive compensation comprised of 18 similar-sized companies in the industrial machinery, electrical components, hardware, and household appliance industries to more appropriately reflect the labor markets in which we compete. The median revenue, market capitalization, and employees of the new peer group closely approximate the Company’s overall business strategies, createpost-Merger scale. Because compensation levels are closely correlated with company size, this peer group will be used to benchmark compensation levels for our named executive officers. Performance under the 2009-2011 Long Term Incentive Program will be measured against the peer group that was identified as the applicable peer group at the time those awards were approved in 2009.
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What other notable accomplishments occurred in 2010?
     The Company successfully executed a common interest withnumber of its strategic objectives, the Company’s shareholders,most notable being the successful completion of the initial phase of integration of The Stanley Works and attractBlack & Decker operations and retain highly qualified executives.achievement of associated cost synergies. Other highlights of our performance in 2010 include the following:
Setting Compensation
Process
     The Compensation and Organization Committee of our Board of Directors (the “Committee”“Compensation Committee”) is responsible for developing and maintaining appropriate compensation programs and target compensation levels for our executive officers, including our named executive officers. To enhanceIn this connection, the Committee’s ability to perform these responsibilitiesCompensation Committee:
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     Role of Consultant
     To enhance the Compensation Committee’s ability to perform its responsibilities, the Compensation Committee has in recent years retained the services of an independent compensation consultant. The Compensation Committee retained Watson Wyatt Worldwide (“Watson Wyatt”) to consult and advise on executive compensation issues in early 2009. In July 2009, the Company retained Towers, Perrin, Forster & Crosby, Inc. (“Towers Perrin”) to advise on various compensation and benefits matters in connection with the Merger. At the end of 2009, Towers Perrin and Watson Wyatt merged to form Towers Watson. In 2010, the Compensation Committee retained the services of the newly formed Towers Watson to serve as the Compensation Committee’s independent compensation consultant and to advise on executive compensation matters. In considering the selection of Towers Watson, the Compensation Committee considered Towers Watson’s service to the Company and certain safeguards that Towers Watson implements to assure that the consultant acts independently. The Compensation Committee also considered Towers Watson’s well-developed understanding of our business, particularly in light of the Merger. The decision to retain Towers Watson as an advisor to the Compensation Committee was neither recommended nor opposed by management. As advisor to the Compensation Committee, Towers Watson reviews the total compensation strategy and pay levels for the Company’s named executive officers, examines all aspects of the Company’s executive compensation programs to ensure their ongoing support of the Company’s business strategy, informs the Compensation Committee of developing legal and regulatory considerations affecting executive compensation and benefit programs, and provides general advice to the Compensation Committee with respect to compensation decisions pertaining to the Chief Executive Officer and senior executives.
     In addition to executive compensation consulting services provided to the Compensation Committee, Towers Watson provided consulting and actuarial services to the Company on a variety of matters in 2010. The Company paid Towers Watson approximately $2,340,000 for all of the services they provided in 2010. Of that amount, approximately $250,000 related to executive compensation consulting services and a significant portion of the balance related to actuarial services provided in connection with the Company’s pension, health and welfare, and stock-based compensation plans.
Philosophy
     As a general proposition, the Compensation Committee believes that overallaggregate expenditures for executive compensation expenditurebase 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 packages forexpenditures should be targeted at median market levels. Targeting the market median, while giving executives in similar positions and with similar responsibilities at manufacturing and services companies of comparable size. Targeting median practices withinthe opportunity to earn more (or less) than this communityamount based on Company performance, ensures that the Company is well positioned tocan attract and retain from within the relevant labor market thehigh caliber of executive talent the Companyit seeks. In setting compensation forOctober 2010, the executive officers, the Committee considers comparative market data delivered by its compensation consultant which reflects the consultant’s understanding

8

of prevailing compensation levels in the manufacturing and services market. The consultant also provides information with respect to the compensation paid at the companies in the Company’s Peer Group, which in 2007 consisted of: American Standard Companies, Inc., The Black & Decker Corporation, Cooper Industries, Inc., Danaher Corporation, Illinois Tools Works, Inc., Ingersoll-Rand Company, Masco Corporation, Newell Rubbermaid Inc., Snap-On Incorporated, and The Sherwin-Williams Company. Information from the Peer Group is helpful because it reflects compensation practices within the limited community of organizations with which the Company competes directly for the sale of products and services. These separate but equally relevant data points create ranges of compensation values that the Committee references in using its judgment to set salary levels and incentive opportunities that are consistent with the Company’s overall objectives.

The Committee believes it is important that a significant portion of each executive officer’s compensation opportunity remain at risk with results. The Committee uses its judgment, based on input from management and the Committee’s compensation consultant, to align the degree of at risk pay with external market practices. As a result, the Company’s executive compensation programs are designed so that, at target levels of performance, approximately 50%–60% of an executive’s annual compensation (consisting of salary, short-term incentives and long-term incentives) is at risk with results. In general, the greater the executive’s responsibility, the higher the proportion of his or her compensation which is at risk. Annual cash incentives represent approximately 40% of at risk compensation, and long-term compensation (other than restricted stock units) represents approximately 60% of at risk compensation. The nature of the Company’s at risk pay is described more fully below under “Compensation Components.”

In 2007, theCompensation Committee reviewed the market data provided by its compensation consultantTowers Watson and found that, showed compensation expenditureson average for the Company’snamed executive officers as a group, were conservatively positioned(other than Mr. Archibald), actual compensation was in relationfact targeted very close to the Peer Group practices. The following table identifies that positioning insofar as it relates to base salary, target total cash (base salary plus target bonus), and target total compensation (target total cash plus the grant date value of long-term incentive awards).

intended median positioning.
Target Total Compensation
      

Base Salary

     

Target Total Cash

     

Target Total Compensation

(excluding Merger Specific Awards)

Objective

Targeted Positioning:		 Median Median Median

Actual Position

Positioning:		 +0.6% ahead of
       - vs. Published Surveys2% Above Median -7.4% behind3% Above Median -13.4% behind9% Above Median
       - vs. Peer Group1% Below Median2% Below Median1% Below Median


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

16

Compensation Components

     Pay Mix
Salaries

The CompanyCompensation Committee believes that aggregate expendituresa significant portion of each executive officer’s compensation opportunity should be at risk in order to ensure that median or above-median compensation is only delivered when business results are strong and we have created value for our shareholders. The mix of compensation between base salary, annual MICP compensation and long-term incentives is targeted such that 70%–85% of our named executive officer’s total annual compensation is at risk and dependent on performance results.

2010 Named Executive Officer Pay Mix
(excluding Merger Specific Awards)
Base Salaries
     The table below illustrates the current base salaries should generally be managedof our named executive officers and the increases from 2009 related to the median of salary expenditures incurred at the companies whose practices serve as the Company’s benchmark for pay comparison purposes. Managing to the market median facilitates the Company’s ability to compete in the market for the quality talent the Company looks to attract and retain. Individual base salariesMerger. Salaries may rise aboveexceed or fall belowtrail the median for a particularvariety of reasons, including performance considerations, experience level, length of service in current position, based on a number of factors. In general, base salaries may beadditional responsibilities, value to the Company beyond the core job description, or retention risk. As noted above, the named executive officers (other than Mr. Archibald) are aligned with median if, in the Committee’s view, a particular executive’s performance exceeded expectations, an executive takes on additional responsibilities, the executive has a significant tenure with the Company, or the executive has received a competing offer. Base salaries are reviewed at twelve to sixteen month intervals, and adjusted from time to time to realign salaries with market levels, individual performance and incumbent experience. The Committee also evaluates salaries relative to others within the Company and may, on occasion, make adjustments to salaries or other elements of total compensation, such as annual and long term bonus opportunities, where a failure to make such an adjustment would result in a compensation imbalance that the Committee deems inappropriate.

levels.

      2009     2010
John F. Lundgren $1,050,000 $1,250,000
Donald Allan, Jr. $350,000 $475,000
Jeffery D. Ansell $400,000 $475,000
Nolan D. Archibald N/A $1,500,000
James M. Loree $610,000 $750,000

Performance-Based Annual Cash Incentives (MICP Awards)Incentive Compensation - MICP

Each

     All of our executive officers, participatesincluding the named executive officers, participate in the annual incentive compensation programs under the Company’s 2006 Management Incentive Compensation Plan (“MICP”), which isPlan. These programs are designed to compensatebalance the complementary short-term goals of profitability and stability, encouraging our executives to maximize profitability and other managers based on achievement ofefficiency while promoting stability in our annual

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corporate and divisional goals, as well as on achievement of individual goals (for those who operating condition. The program measures are not named executive officers). Under the MICP, each participant has an opportunity to earn a threshold, target or maximum bonus amount that is contingent upon achieving the relevant performance goals. The particular performance goals are established during the first quarter of each calendar year and reflect those measures which the Company views as key indicators of successful performance. For 2007, the corporate goals consisted of sales growth,evenly weighted between earnings per diluted share (EPS)(“EPS”) and cash flow multiple (operating cash flow less capital expenditures divided by net earnings) and were weighted as follows: sales growth (20%); EPS (60%) and cash flow multiple (20%). The weighting of these goals was designed to establish the balance in results that the Company had deemed necessary for success for the 2007 fiscal year and, thereby, to appropriately focus managementExecutives with group or divisional responsibility are also measured on achieving those results. In the case of divisional managers, additional performance goals were established with respect to divisional operating margin fulfillment, and working capital management eachmanagement. With the exception of Mr. Archibald’s target award, which was deemed by the Committee to be an important measure of divisional contribution to overall corporate success.

The specific targets relating to each of these performance goals are tied to the Company’s annual business plan and operating budget, each of which is approved by our Board of Directorsestablished in his Employment Agreement at or prior to the time performance goals$1,875,000, target awards are set for our annual and long-term incentives. In setting these goals, the Committee considers management’s recommended performance objectives, the Company’s performance in the prior year, the annual plan and operating budget, and the nature of the Company’s operating environment. Once satisfied with the degree of difficulty associated with goal achievement, the Committee approves the targets for each performance cycle. As a general rule, the Committee seeks to establish goals such that the likelihood of missing the target is at least as high as the likelihood of achieving it based on reasonable assumptions and projections at the time of grant, though the Committee may establish the target goal at a higher or lower level in appropriate circumstances.

Criteria Used for Annual MICP Awards

With respect to fiscal year 2007, the annual award for each of Messrs. Lundgren, Loree and Davis was contingent solely on the achievement of corporate sales, EPS, and cash flow goals; for Messrs. McIlnay and Paternot seventeen and one-half percent of their annual award was contingent on the achievement of the corporate EPS goal and eighty-two and one-half percent was contingent on the achievement of performance goals relating to their particular divisions. The weighting of goals for divisional managers, including Messrs. McIlnay and Paternot, was designed to establish the balance in results that the Company deemed necessary for successful performance of the respective divisions while maintaining incentives for divisional managers also to consider and strive for the success of the Company as a whole. The table below identifiespercentage of each officer’s base salary. For 2010, the blend of goals with respect to which MICP awards are earned for the Company’s named executive officers.

   Corporate  Division 
   Sales  EPS  Cash
Flow		  Operating
Margin		  Stanley
Fulfillment
System		  Working
Capital		 

Lundgren

  20% 60% 20% —    —    —   

Loree

  20% 60% 20% —    —    —   

Davis

  20% 60% 20% —    —    —   

McIlnay

   17.5%  40% 25% 17.5%

Paternot

   17.5%  40% 25% 17.5%

Awards under MICP for 2007.

Each of our named executive officers is extended aofficer target bonus opportunity that is earned when overall achievement with respect to the performance goals equalsopportunities were: Mr. Lundgren – 150%, Mr. Allan – 80%, Mr. Ansell – 80%, and Mr. Loree – 100%. The target bonuses are defined in terms of fixed percentages of the officer’s base salary, and they are representative of prevailing bonus opportunities in the benchmark community. Actual bonuses earned for the year can be as high asMICP payouts will vary from 0% to 200% of the target when results

10

equal or exceedbonus opportunity depending on results. The weighting of measures, potential bonus payouts, and actual bonuses earned for 2010 performance are illustrated in the table below.

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

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     For 2010, the Company delayed setting performance maximum; they amountgoals until April due to just 50%the Merger, and established goals for a nine month performance period that ran from April 4, 2010 (the first day of the target whenCompany’s second quarter) through the level of achievement equals the performance threshold. Bonuses are interpolated when performance results rest between threshold, target and maximum levels.

For 2007, our EPS from continuing operations was $4.00, which represented 103%end of the target level; our sales growth was 12%, which represented 104% of the target level; and our cash flow multiple was 136% which represented 136%Company’s 2010 fiscal year. Actual performance in 2010 exceeded 2010 corporate performance goals, resulting in a payout equal to 200% of target level.for corporate executives. The following table illustrates how, as a resultcorporate performance goals and results for the 2010 performance period are illustrated below:

      Threshold     Target     Maximum     2010 Result
EPS $2.13 $2.45 $2.76 $3.18
Cash Flow Multiple 80% 100% 120% 164%

     The results of theseMr. Ansell’s division exceeded performance levels, Messrs. Lundgren, Loree and Davis earned bonuses equal to 170% of their target bonuses.

Goal

  Results  Bonus Factor     Goal Weight     Target Bonus Earned 

Sales

  104% 200% x  20% =  40%

EPS

  103% 150% x  60% =  90%

Cash Flow

  136% 200% x  20% =  40%
           

Total

         170%

Basedgoals established for that division. Accordingly, based on the corporate results discussed above and the results of their respective divisions, Messrs. McIlnay and Paternothis division, Mr. Ansell earned annual bonusesa bonus equal to 101%200% of his target bonus. The specific divisional operating margin and 115%working capital goals and results are not disclosed as the disclosure of their target bonuses respectively. The following tables illustratesuch information would result in competitive harm to the formulationCompany and would be of their awards for 2007 results.

Goal

  Results  Bonus Factor     Goal Weight     Target Bonus Earned 

Mr. McIlnay

         

EPS (Corporate)

  103% 150% x  17.5% =  26%

Operating Margin

  98% 67% x  40% =  27%

Stanley Fulfillment System

  133% 133% x  25% =  34%

Working Capital

  98% 80% x  17.5% =  14%
           

Total

         101%

Mr. Paternot

         

EPS (Corporate)

  103% 125% x  17.5% =  22%

Operating Margin

  105% 150% x  40% =  60%

Stanley Fulfillment System

  100% 100% x  25% =  25%

Working Capital

  86% 46% x  17.5% =  8%
           

Total

         115%

Long-Term Incentives

limited additional use to investors. The Company does not disclose operating margin and working capital results for specific divisions; accordingly, there would not be comparable financial results to which an investor could refer.

Long-Term Incentive Compensation
     The Compensation Committee believes that the most effective means of maximizing long-term performance is to create an ownershipestablishing a culture among our executive officers. We implement this philosophy by granting stock-based awards under the Company’s long term incentive plan (“LTIP”). A portion of these awards vest based on continued employment and a portion vest on achievement of pre-determined performance goals. In each case, the awards are settled in shares of our common stock.

Time based awards are granted in the form 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 time-basedperformance-vesting shares or units under its 2009 Long-Term Incentive Plan. In 2010, the Company granted stock options, RSU’s and performance-vesting restricted stock units (RSUs). The Company believes that by blending options and RSUs we replicate(“performance units”) to its named executive officers as part of their regular compensation packages. Excluding Merger-specific grants awarded in 2010, the stock-based award pattern that prevails in the Company’s Peer Group and in the external market generally. Our practice of granting a combination of stock options and RSUs also is economical because it takes fewer RSUs thanvest in four equal annual installments on the first four anniversaries of the grant date; the stock options to deliverexpire 10 years from the grant date. The performance units for the performance period commencing in 2010 will be earned or forfeited following the conclusion of a target award value.

The portions of our awards that vest contingent on achievement take the form of performance-based RSUs. Performance based RSUs (“2.5 year performance units”) are earned basedcycle depending on the achievement of pre-established corporateEPS and ROCE performance goals overfor each year, or portion thereof, in the cycle and a three-year performance period. One-half2.5 year TSR goal. The allocation of the awardlong-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. The following table shows the 2009 and 2010 allocation of regular long-term incentive awards for our named executive officers (other than Mr. Archibald):

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

     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 on

11

achieving stated levelsupon improvement in earnings per share (“EPS”) and one-half is based on targets relating to return on capital employed (“ROCE”), 35% on EPS growth, and 25% on total shareholder return relative to our peer group (“TSR”). The ROCE computation for the LTIP performance targets is defined as net earnings divided by a two point average of capital employed; net earnings adds back after-tax interest expense and intangibles amortization, and capital employed represents debt plus equity less cash. The Company believesTSR calculation is based on an annualized rate of return reflecting share price appreciation and dividends paid during the measurement period with starting and ending prices measured as 20-day averages to account for daily trading volatility. For performance units granted prior to 2009, including the recently concluded 2008-2010 performance unit grant, award payouts were based only on the equally weighted measures of ROCE and EPS in the last year of the cycle. The Compensation Committee added the TSR measure in 2009 in order to more directly link compensation earned by our executives to shareholder value creation. While we may re-evaluate the measures used in the performance unit program in future years, or the weighting of those measures, we believe that measuring performance equally betweenROCE, EPS, and ROCE provides appropriate incentivesTSR currently provide effective tools for management to optimizemeasuring the principal financial drivers that generate shareholder returnvalue we create and that highlighting the importancesustain, assessing our achievement of these measures by tying them tostrategic goals, and evaluating our long-term performance and potential.

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     The Company does not publicly disclose the performance based RSUs reinforcesgoals for its three-year performance award programs until after the performance cycle has been completed and the Company’s questfinancial statements for continued growth.

the relevant period have been filed. Performance goals for each performance cycle are recommended by management based uponon 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 dateperformance-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, thoughgrant; the Compensation Committee may establish the target goal at a higher or lower level in appropriate circumstances.

     For the 2010 - 2012 performance cycle, which commenced July 4, 2010, the Compensation Committee delayed establishing performance goals due to the Merger. In order to ensureestablishing performance goals for that the basis upon which management’s performance is measured remains consistent over a performance cycle, the Compensation Committee hasconsidered the discretionlikely effects of the Merger and determined that the likelihood of missing the target goal is at least as high as the likelihood of achieving the target goal.
     Target performance unit awards are set as a percentage of each officer’s base salary and converted to adjust the manner in which EPS and ROCE are determineda number of shares at the endbeginning of eachthe three-year performance period. For the 2010-2012 performance cycle, to take into account certain non-recurring events (suchthe named executive officer threshold, target, and maximum performance unit opportunities, as significant acquisitionsa percentage of base salary were as follows: Mr. Lundgren – 150/300/500%, Mr. Allan – 40/80/160%, Mr. Ansell – 40/80/160%, and divestitures) duringMr. Loree – 125/250/400%. The following tables illustrates the award opportunities associated with the 2010-2012 performance unit cycle and the Company’s Total Shareholder Return versus its Peer Group.goals, actual performance results and payouts associated with the recently completed 2008-2010 performance unit cycle.
2010-2012 Performance Cycle*
  Potential Performance Units Earned
      Threshold     Target     Maximum
John F. Lundgren 36,721 73,443 122,405
Donald Allan, Jr.   3,721   7,442   14,884
Jeffery D. Ansell   3,721   7,442   14,884
James M. Loree 18,361 36,721   58,754

*Mr. Archibald will receive a cost synergy bonus pursuant to his employment agreement on March 12, 2013, provided certain goals are met, and therefore is not a participant in the Company’s long term performance award programs.
2008-2010 Performance Cycle
  2008 – 2010 Target Potential Performance Units Earned Actual Results*  
  Performance Goals            
      ROCE     EPS     Threshold     Target     Maximum     ROCE     EPS     Payout
John F. Lundgren 15.6% $4.57 15,780 31,560 63,120 10.7% $3.88 0
Donald Allan, Jr. 15.6% $4.57 1,052 2,104 4,208 10.7% $3.88 0
Jeffery D. Ansell 15.6% $4.57 2,209 4,418 8,836 10.7% $3.88 0
James M. Loree 15.6% $4.57 4,881 9,762 19,524 10.7% $3.88 0

*In determining whether the performance goals were met for the 2008-2010 LTIP, merger and acquisition related costs incurred in 2010 primarily with respect to the Merger were excluded for purposes of computing ROCE and EPS; EPS also was adjusted to exclude a second-quarter 2010 tax-related benefit. The results shown in the foregoing table reflect these adjustments.
Special Compensation
Working Capital Incentive Program
     In July 2010, the Company intends that any adjustment of this type would ensure that the results are comparable to the originally established targets, such as for significant acquisitions or divestitures consummated after the performance goals were established,granted certain employees, including Messrs. Lundgren, Allan, Ansell, and would not constitute a modification of original performance targets established for the performance cycle.

For the 2005 to 2007 performance period, each of our named executive officers was extendedLoree, the opportunity to earn shares contingentawards pursuant to a working capital incentive program. The awards were approved by the Compensation Committee on July 15, 2010 under the Company’s 2009 Long-Term Incentive Plan and will be earned only if the Company achieves an established number of working capital turns by June 30, 2012 and sustains that rate of working capital turns for at least six months thereafter. The program is modeled on the Company’s achievement with respectSpecial Bonus Program adopted for the legacy Stanley business in 2007, pursuant to EPSwhich the Company achieved seven times working capital turns and ROCE goals. Each officer could earn6.2 times inventory turns by the target numberend of shares2009. We believe working capital turns is an important measure of our efficiency and overall performance standards. Award opportunities under this program are payable in stock or cash, at the Compensation

19

Committee’s discretion, for 100% overall goal achievement. As many as 200% of the target number of shares could be earnedsenior executives and in cash for overachievement, and as few as 50% of the target number of shares could be earned for threshold performance.other eligible participants. The number of shares that couldmay be earned by our named executive officers is displayedunder the 2010 Working Capital Incentive Program are as follows: Mr. Lundgren – 36,721, Mr. Allan – 7,442, Mr. Ansell – 7,442, and Mr. Loree – 14,689.
     In July 2010, the Compensation Committee determined that the Company had achieved the performance goals associated with the 2007-2009 Special Bonus Program. As noted above, the goals of seven times working capital turns and 6.2 times inventory turns were achieved by the end of 2009, and the working capital turns goal was sustained for six months thereafter (excluding the effects of the Merger). The Committee elected to distribute awards in cash rather than shares. As a result, the awards were paid to our named executive officers in cash (excluding Mr. Archibald, who was not a participant in the program) in August 2010. The payouts associated with this program are illustrated in the table below.

   Threshold  Target  Maximum

Mr. Lundgren

  8,155  16,311  32,622

Mr. Loree

  3,996  7,992  15,985

Mr. Davis

  1,767  3,534  7,068

Mr. McIlnay

  2,447  4,893  9,787

Reported earnings per diluted sharebelow:

Payment Amount
John F. Lundgren$592,800
Donald Allan, Jr.$88,920
Jeffery D. Ansell$118,560
James M. Loree$414,960

Specific Awards Granted in Connection with the Merger
     In connection with the Merger, in order to address retention risk and discrepancies in compensation packages between Stanley and Black & Decker executives and create incentives to help ensure the success of the Merger, the Compensation Committee approved the following awards:
Benefits & Perquisites
Retirement Benefits
     The Compensation Committee believes that offering a full complement of compensation and benefit programs typically extended to senior executive officers is crucial to the attraction and retention of high-caliber executive talent. Prior to the Merger, the Company offered various retirement programs to its executive officers, including the Stanley Account Value Plan; the Supplemental Retirement and Account Value Plan for fiscal yearSalaried Employees of The Stanley Works; and a CEO Make-Whole Retirement Arrangement for Mr. Lundgren. The Company also maintained The Stanley Works Supplemental Executive Retirement Program, for which Messrs. Lundgren and Loree were the only eligible named executive officers. The Company continued to offer these benefits to legacy employees of The Stanley Works following the Merger while Black & Decker employees continued to be covered under Black & Decker’s retirement programs. Mr. Archibald became
20

a participant in the Stanley Account Value Plan immediately following the Merger and also was covered under certain retirement plans sponsored by Black & Decker during 2010. The arrangements in which our named executive officers participated are described in more detail beginning on page 23 under the headings “Summary Compensation Table,” “Pension Benefits,” and “Non-Qualified Defined Contribution and Deferred Compensation Plans.” Effective January 1, 2011, the Company adopted revised retirement programs that to a large extent replace the programs that were in place prior to the Merger; those programs are described on pages 33-35 under the headings “Retirement Programs effective January 1, 2011.” The CEO Make-Whole Retirement Arrangement for Mr. Lundgren and The Stanley Works Supplemental Executive Retirement Program, which has been closed to new participants since 2007, were $4.00 from continuing operations,remain in place.
Employment Agreements
The Company has followed the practice of entering into a written employment agreement with its Chief Executive Officer for many years. Consistent with this practice, the Company entered into an employment agreement with John Lundgren in March, 2004, which represented a compounded annual growth ratewas amended and restated on December 10, 2008 to comply with rules enacted under Section 409A of 12.5% over the three years,Internal Revenue Code of 1986, as amended. In 2009, Mr. Lundgren’s agreement was again amended and ROCE, as defined above, was 16.9% for fiscal year 2007. As a result,restated in connection with the Merger and became effective upon completion of the Merger on March 12, 2010. In connection with the Merger, the Company also entered into written employment agreements with James M. Loree, its Executive Vice President and Chief Operating Officer, and Nolan D. Archibald, its Executive Chairman. Both of these agreements became effective upon completion of the Merger on March 12, 2010. Detailed descriptions of the employment agreements with Messrs. Lundgren, Loree Davis and McIlnay earned performance units equalArchibald are set forth under the heading “Executive Officer Agreements” on pages 35-37.
Change in Control Agreements and Severance Agreements
     The Compensation Committee has determined that to 28,952; 14,186; 6,273be competitive with prevailing market practices, to enhance the stability of the executive team, and 8,685 shares, respectively.to minimize turnover costs associated with a corporate change in control, it is important to extend special severance protection for termination of employment as a result of a change in corporate control to certain employees. Therefore, the Company has entered into change in control agreements with certain members of senior management, including the named executive officers (other than Mr. Paternot didArchibald). Severance protections were established based on prevailing market practices when these agreements were put in place for each of our named executive officers. The severance benefits that would have been payable at December 31, 2010 to Messrs. Lundgren, Allan, Ansell and Loree in the event of termination following a change in control are set forth under the heading “Termination and Change in Control Provisions” beginning on page 37.
Perquisites
     As a general rule, the Company does not receive an awardbelieve it is necessary for the 2005attraction or retention of executive talent to 2007 performance period as he was not an employeeprovide our executives with a substantial amount of the Company at the time those awards were granted.

With the exception of the performance award to Mr. Paternot for the 2006 through 2008 performance period, targets for the 2006 through 2008 and 2007 through 2009 performance periods were established in the manner described above. In order to satisfy French tax and legal requirements, Mr. Paternot’s award in 2006 was madecompensation in the form of a grantperquisites. The Company does, however, provide its executive officers with some perquisites, including financial planning services, life and long-term disability insurance, car allowance, home security system services, executive medical exams, and up to $5,000 of performance-based restricted shares that will vest in three years only if the performance criteria are met over a three-year period. Mr. Paternot’s award was designedcompany products for Messrs. Lundgren and Archibald and $2,000 of company products for other executive officers as more fully set forth on page 24. The Company also agreed to continue to provide appropriate incentivesMr. Archibald with certain perquisites that he had been receiving as of December 31, 2008 pursuant to his employment agreement with Black & Decker prior to the Merger, including business and personal use of Black & Decker’s aircraft (now the Company’s aircraft), as is more fully set forth at page 24.

Other Compensation Policies
Stock Ownership Guidelines
     In furtherance of the Company’s objective to create an ownership culture and because the Compensation Committee believes it is important for himexecutive officers and other senior employees to integrate the Facom Tools business with Stanley’s existing industrial tools business in Europe and to generate growthhave a meaningful investment in the combined business overCompany, we have established minimum guidelines for executive stock ownership. These guidelines require stock ownership to reach the performance period. Consistent withminimum levels laid out in the table below within a five-year period commencing on the date of hire or promotion to a senior management position. Awards to participants under the Company’s long-term incentive programs are subject to transferability restrictions to the extent that

12

intention, a participant does not hold the performance criteria for Mr. Paternotminimum ownership levels at the time of grant were based on performance goals established for the Company’s Facom Tools business and the European industrial tools business as a whole. As a result of recent changes to Mr. Paternot’s role with the Company however, which are more fully detailed under the heading “Executive Officer Agreements” on page 24, two-thirds of Mr. Paternot’s performance based restricted shares awarded in 2006 will vest if the performance criteria over the 2006-2008 period are met. In addition, such performance criteria for Mr. Paternot are now based on corporate performance goals consistent with our other named executive officers rather than the performance of the Company’s Facom Tools and European industrial tools business. The Committee determined that the changes to the terms of Mr. Paternot’s LTIP performance award were required to both ensure Mr. Paternot’s compensation is fairly aligned with the changes in his role with the Company and is consistent with the Company’s objectives for compensating its executive officers.

distributed.

21

Minimum Ownership
CEO300% of base salary
COO and CFO200% of base salary
Other Executive Officers100% of base salary

Timing of Stock Option and RSU Grants.
     With the exception of grants made to French participants, annual grants of stock options and restricted stock units to our executive officers and other eligible employees are usually made at a regularly scheduled meeting of the Compensation Committee held during the fourth quarter of each yearyear. The grant date of stock option and the grant dateRSU awards is the date of that meeting.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 grantsawards to French participants is the first date on which grants may be made consistent with French legal and tax requirements following the date of the Committee meeting aton which other annual grants are made and the grantto 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 of a share 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 alsooccasionally make occasionaloff-cycle grants during the year andyear. 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 the authority to make annual grants and occasional “off cycle”off-cycle grants to employees who are not executive officers of the Company. These grants are typically associated with promotions, acquisitions and hiring; theThe grant date for occasionalany 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. The grant 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.

Special Bonus Program

In July, 2007, the Company issued to certain members of management and key employees awards pursuant to a special bonus program. The awards were approved by the Committee on May 23, 2007 under the Company’s 1997 Long-Term Incentive Plan. These awards can be earned independently of others that were extended to executive officers earlier in the year. The special award program provides senior managers the opportunity to receive stock, and other eligible participants the opportunity to receive cash in the event company-wide objectives relating to working capital turns and inventory turns are achieved by December 31, 2009 and the working capital turns objective is sustained for a period of at least six months. The Committee approved this program in the belief that the achievement of these goals will signal a material elevation in the Company’s overall performance standards, beyond that measured by reference to planned levels of EPS growth and ROCE, and that attainment of the working capital and inventory turn objectives will materially benefit the Company’s investors. In this regard, the Committee believes the likelihood of missing the goals is at least as high as the likelihood of achieving the goals. Bonuses will be distributed promptly following achievement of the established goals.

The performance goals that will provide the basis for determining bonus amounts have been approved by the Committee. The maximum award payable to our named executive officers is as follows: Mr. Lundgren, 10,000 shares of stock; Mr. Loree, 7,000 shares; Mr. McIlnay, 2,000 shares; and Mr. Davis, 2,000 shares. Mr. Paternot is not eligible to participate in this special bonus program.

Post-Termination Benefits

Retirement Benefits.    The Committee believes that it is important to offer the full complement of compensation and benefit programs that typify those extended to senior executives in the Company’s market for senior executive talent. Therefore, the Company has in effect various retirement programs, consisting of the

13

Stanley Account Value Plan; the Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works; The Stanley Works Supplemental Executive Retirement Plan; and a CEO Make-Whole Retirement Arrangement for Mr. Lundgren. Mr. Loree is the only named executive officer who participates in The Stanley Works Supplemental Executive Retirement Plan. Each of these arrangements is described in more detail beginning on page 16 under the headings “Summary Compensation Table,” “Pension Benefits,” and “Non-Qualified Defined Contribution and Deferred Compensation Plans.” Mr. Paternot does not participate in any of these plans, but does participate in a retirement plan provided by his employer, Stanley Doors France SAS to its directors. Under that plan, Stanley Doors France and Mr. Paternot make contributions to a fund that is managed by an independent third party. Mr. Paternot would receive certain disbursements from that fund upon retirement. Stanley Doors France has no obligations with respect to that fund beyond the obligation to make contributions during the term of Mr. Paternot’s employment.

Employment and Change in Control Agreements; Severance Agreements.    For many years, the Company has followed the practice of entering into a written employment agreement with its Chief Executive Officer. Consistent with this practice, the Company entered into an employment agreement with John Lundgren in March, 2004. In negotiating the terms of that agreement, the Company considered Mr. Lundgren’s experience, his prior compensation, the compensation of his predecessor at the Company and, with assistance from its compensation consultant, the prevailing market practice for Chief Executive Officer compensation. The Committee has determined that Mr. Lundgren’s current salary and compensation package are at the median for Chief Executive Officers with similar responsibilities at comparable companies. A detailed description of Mr. Lundgren’s employment agreement is set forth under the heading “Executive Officer Agreements” on page 24.

Mr. Paternot served as the President of Facom S.A. prior to the Company’s acquisition of the Facom Tools business. In the course of its due diligence, the Company determined that Mr. Paternot’s continued employment would help ensure the success of the Facom business following the acquisition and the successful integration of that business with the Company’s existing industrial tools business in Europe. Mr. Paternot’s employment agreement therefore was negotiated as part of the negotiations to acquire the Facom Tools business and became effective upon the closing of the transaction on January 2, 2006. His compensation package was designed to be commensurate with the compensation provided by his previous employer and to provide appropriate incentives for him to integrate the Facom Tools business with the Company’s European Tools business and to remain with the Company for a minimum of three years. As a result of recent changes to Mr. Paternot’s role with the Company, his employment agreement has been amended along with commensurate changes to his compensation package to be more fairly aligned with the changes in his role with the Company and to be consistent with the Company’s objectives for compensating its executive officers. A detailed description of Mr. Paternot’s employment agreement, as amended, is set forth under the heading “Executive Officer Agreements” on page 24.

The Committee has determined that to be competitive with prevailing practices, it is important to extend special severance protection when employment is terminated as a result of a change in corporate control. As a result, the Company has entered into change in control agreements with certain members of senior management, including Messrs. Lundgren, Loree, Davis and McIlnay. In these agreements, the Company seeks to help foster retention by providing appropriate levels of severance protections to appropriate members of management based on prevailing market practices. The benefits that would be received by Messrs. Lundgren, Loree, Davis and McIlnay in the event of termination following a change in control are set forth under the heading “Termination and Change in Control Provisions” on page 25.

Perquisites

The Company does not believe it is necessary for the attraction or retention of management talent to provide our executives with a substantial amount of compensation in the form of perquisites. In 2007, the only perquisites provided to the Company’s executive officers were financial planning services, life and long term disability insurance, car allowance, home security system service and executive medical exams as more fully detailed on page 17.

14

Tax Deductibility Under Section 162(m)

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

Minimum Stock Ownership Guidelines

In furtherance of the Company’s policy to create an ownership culture and because the Company believes it is important for executive officers and other senior employees to have a meaningful investment in Stanley, the Company has established guidelines for minimum stock ownership. These guidelines provide that over a five-year period commencing on the date of hire or promotion to a senior management position, stock ownership will reach the following minimum levels, expressed as a multiple of base salary: three times for the chief executive officer; two times for the Executive Vice President and Chief Financial Officer; and one time for other executive officers and certain other members of senior management. Consistent with this policy, awards to participants under the Company’s long term performance award program will be settled in shares of common stock that are subject to transferability restrictions to the extent that a participant does not hold the minimum ownership levels specified in the policy at the time of distribution of the award.

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. A copy of thisThis policy is included in the Company’s Business Conduct Guidelines, which are available on the “Corporate Governance” section of the Company’s website atwww.stanleyworks.comwww.stanleyblackanddecker.com.

Forfeiture of Awards in the Event of Restatement

The Company’s Board of Directors has adopted a “recoupment” policy relating to unearned incentive compensation of executive officers. Pursuant to this policy, in the event our Board or an appropriate committee thereof determines that any fraud, negligence or intentional misconduct by an executive officer was a significant contributing factor to the Company having to restate all or a portion of its financial statements, the Board or committee 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 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.stanleyworks.comwww.stanleyblackanddecker.com.

15

22


Assessment of Risk Arising from Compensation Policies and Practices
     The Compensation Committee has considered whether the Company’s 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 policies and practices do not create such risks.
Summary Compensation Table

This

     The table showsbelow summarizes the total compensation earned for service in all capacities during fiscal years 2007 and 2006the applicable periods for Stanley’sthose individuals who served as Chief Executive Officer or Chief Financial Officer of the Company during the fiscal year ended January 1, 2011 (“fiscal year 2010”) and for the three other most highly compensated executive officers.

(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)

Name and

Principal Position

 Year 

Salary

($)

 

Bonus

($)

 Stock
Award(s)
($)		 

Option
Awards

($)

 Non-Equity
Incentive Plan
Compensation
($)		 Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings		 

All
Other
Compensation

($)

 Total

John F. Lundgren,

 2007 1,000,000 0 1,200,449 723,409 1,700,000 179,277 323,240 5,126,375

    Chairman and CEO

 2006 833,333 0 2,679,335 974,912 1,303,879 138,116 234,139 6,163,714

James M. Loree,

 2007 580,000 0 534,507 499,116 788,800 165,883 163,149 2,731,455

    Executive Vice

    President and CFO

 2006 555,000 0 1,087,049 748,762 501,994 179,807 124,092 3,196,704

Hubert W. Davis, Jr.,  

 2007 351,250 0 174,496 126,113 346,800 0 103,410 1,102,069

    Senior Vice President, Business Transformation

 2006 340,000 0 406,248 207,150 221,659 0 102,240 1,277,297

Donald R. McIlnay,

 2007 415,000 0 225,735 169,816 251,490 0 105,747 1,167,788

    Senior Vice President

    and President, Industrial Tools Group and Emerging Markets

 2006 401,250 0 569,754 152,386 160,307 0 67,923 1,351,620

Thierry Paternot,

 2007 571,791 0 0 617,990 788,386 0 42,928 2,021,095

    President, Stanley Tools-Europe

 2006 628,400 0 95,291 1,072,500 743,555 0 18,799 2,558,545

officers of the Company serving as such at the end of fiscal year 2010 other than the CEO and CFO (collectively the “named executive officers”).

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

Footnote to Column (a) of Summary Compensation Table

Mr. Paternot’s compensation is paidArchibald was elected Executive Chairman of the Company effective March 12, 2010, in Euros. Forconnection with the fiscal year 2007, it has been converted into dollars using the average U.S. Dollar to Euro exchange rate for the twelve month period ending December 29, 2007 that was usedMerger. The information included in the preparationSummary Compensation Table does not include compensation earned by Mr. Archibald in his role as Chairman and Chief Executive Officer of The Black & Decker Corporation prior to the Company’s financial results for that period. That rate is 1.3723 U.S. Dollars per Euro. ForMerger.

Footnote to Column (d) of Summary Compensation Table
The amount set forth in this column reflects a bonus paid to Mr. Ansell in connection with his relocation to Maryland following the fiscal year 2006, it was converted into dollars using the average U.S. Dollar to Euro exchange rate for the twelve month period ending December 30, 2006 that was used in the preparation of the Company’s financial results for that period. That rate was 1.2568 U.S. Dollars per Euro.

Merger.

Footnote to Column (e) of Summary Compensation Table

This column reflects the dollar amount associated withaggregate grant date fair value of all outstanding restricted stock units and performance awards recognized for financial statement reporting purposes with respect togranted during the fiscal years ended December 29, 2007January 1, 2011, January 2, 2010, and December 30, 2006,January 3, 2009, respectively, in accordance with FAS 123(R).Financial Accounting Standards Board Codification Topic 718—Stock Compensation. See footnote KJ of the Company’s report on Form 10-K for the applicable fiscal year for assumptions used in the valuation of these awards and related disclosures.

The grant date fair value of performance award grants included in this column, assuming performance at maximum, for grants made in fiscal years 2010, 2009, and 2008, respectively, is as follows: Mr. Lundgren, $7,297,936/$2,869,980/$2,791,166; Mr. Allan, $1,026,944/$382,641/$186,078; Mr. Ansell, $1,026,944/$437,336/$390,728; Mr. Loree, $3,365,271/$1,111,561/$863,351. 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 dollar amount associated withaggregate grant date fair value of all outstanding stock option awards recognized for financial statement reporting purposes with respect tooptions granted during the fiscal yearyears ended December 29, 2007January 1, 2011, January 2, 2010, and December 30, 2006,January 3, 2009, respectively, in accordance with FAS 123(R).Financial Accounting Standards Board Codification Topic 718—Stock Compensation. See footnote KJ of the Company’s report on Form 10-K for the applicable fiscal year for assumptions used in the valuation of these awards and related disclosures.

Footnote to Column (g) of Summary Compensation Table

The dollar amounts set forth in this column reflect (i) incentive compensation earned pursuant to the 2007-2009 Special Bonus Program, which were paid in cash in July 2010, and (ii) incentive compensation earned pursuant to the Company’s MICP for the applicable2010 fiscal year, which for 2007 vested upon distribution in the first quarter of 2008 and for 2006 vested upon distribution in the first quarter of 2007.

2011 calendar year.

23

Footnote to Column (h) of Summary Compensation Table

The following amounts included in this column are attributable to the following plans:

Increase in actuarial present value of Mr. Lundgren’s benefit under the CEO Make-Whole Retirement Arrangement for fiscal year 2007—$179,277.2010 – $159,663. See the footnote to Column (b)(d) of Pension Benefits Table on page 2131 for the assumptions used in making this calculation. For fiscal year 2006,2009, the increase in actuarial present value of Mr. Lundgren’s benefit under the CEO Make-Whole Retirement Arrangement was $138,116.

16

$379,550. For fiscal year 2008, there was no increase in actuarial present value of Mr. Lundgren’s benefit under the CEO Make-Whole Retirement Arrangement.

Increase in actuarial present value of Mr. Archibald’s benefit for the period March 12, 2010 through January 1, 2011 for the plans in which he was a participant are as follows: $14,216 under The Black & Decker Pension Plan, $847,303 under The Black & Decker Supplemental Executive Retirement Plan, and $718,359 under The Black & Decker Supplemental Pension Plan. See the footnote to Column (d) of the Pension Benefits Table on page 31 for the assumptions used in making these calculations.
Increase in actuarial present value of Mr. Loree’s benefit under The Stanley Works Supplemental Executive Retirement PlanProgram for fiscal year 2007—$165,883.2010 -- $530,983. See the footnote to Column (b)(d) of Pension Benefits Table on page 2131 for the assumptions used in making this calculationcalculation. For fiscal year 2006,2009, the increase in actuarial present value of Mr. Loree’s benefit under The Stanley Works Supplemental Executive Retirement PlanProgram was $179,807.

$258,922. For fiscal year 2008, there was no increase in actuarial present value of Mr. Loree’s benefit under The Stanley Works Supplemental Executive Retirement Program.

Footnote to Column (i) of Summary Compensation Table

Consists of companyThis column reflects Company contributions and allocations for Messrs. Lundgren, Allan, Ansell, and Loree Davis and McIlnay under Thethe Stanley Works Account Value Plan (matching and Cornerstone) and the Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works (supplemental matching and supplemental Cornerstone), company contributions andmatching allocations under the Stanley Account Value Plan for Mr. Paternot to a defined contribution plan maintained by Stanley Doors France SAS that is tax-qualified under French law,Archibald, and life insurance premiums, car allowance, cost of financial planning services, and cost of annual physical, cost of products acquired through the Company’s Product Programs, reimbursement for club dues, personal use of tickets to athletic and other entertainment events, and cost of a home security system as set forth in the table below. In addition, spouses of Messrs. Lundgren, Loree and Allan joined the executives on a business trip for which they traveled on the Company aircraft. There was no incremental cost to the Company associated with this travel. Perquisites provided to Mr. Archibald also include personal use of a Company car and Company aircraft; the cost incurred by the Company for such use is reflected below. Certain contributions to the Stanley Account Value Plan and the Supplemental Retirement and Account Value Plan for Mr.Messrs. Lundgren and Loree will offset pension benefits as described on pages 21-22.

        

Name

  Year  

Defined
Contribution
Plans

($)

  

Insurance

($)

  

Car

($)

  

Financial
Planning

($)

  

Home
Security
System

($)

  

Column (i)
Total

($)

John F. Lundgren

  2007  207,349  46,423  16,750  17,994  34,724  323,240

James M. Loree

  2007  91,969  13,655  16,750  11,443  29,332  163,149

Hubert W. Davis, Jr.  

  2007  71,769  14,329  17,312  0  0  103,410

Donald R. McIlnay

  2007  71,913  17,084  16,750  0  0  105,747

Thierry Paternot

  2007  15,547  2,371  25,010  0  0  42,928

page 31.

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

The Stanley Account Value Plan iswas a Section 401(k) retirement program that coverscovered certain employees of Stanleythe Company and its U.S. affiliates who are subject to the income tax laws of the United States. The Plan featuresfeatured two accounts: the “Choice Account” and the “Cornerstone Account.”

As discussed more fully in the section titled “Retirement Programs effective January 1, 2011,” the Company amended and restated the Stanley Account Value Plan effective January 1, 2011; the discussion below summarizes the benefits of the Stanley Account Value Plan that were in effect through the end of 2010.

The Choice Account offersoffered eligible participants the opportunity for tax-deferred savings and with respect to certain funds, a choice of investment options. For each calendar year prior to 2009, and for the 2010 calendar year, the Company providesprovided a 50% match on the first 7% of pay contributed by a participant on a pre-tax basis for the year. Annual pay and the amount of elective contributions arewere subject to limits set forth in the tax law. Participants arewere permitted to direct the investment of all funds credited to their Choice Accounts. Matching allocations to the Choice Accounts are 100% vested once a participant has completed three years of service, but, except as described below, are not vested prior to the completion of three years of service.

As described more fully in the section titled “Non-Qualified Defined Contribution and Deferred Compensation Plans” below, the Company decided at the end of 2008 that matching allocations would not be made for at least calendar year 2009, but restored half of that match (i.e., a 25% match) retroactive to January 1, 2009 at the end of 2009 and fully reinstated matching contributions, at 2008 levels, effective January 1, 2010.

The Cornerstone Account providesprovided a “core” retirement benefit for certain participants. This account iswas 100% funded by separate allocations that are not dependent on contributions by participants. TheThese allocations were made for years prior to 2009 and in 2010; no allocation was made in 2009. Effective June 2008, the Cornerstone Account is notbecame subject to a participant’s investment direction. The regular allocation to a participant’s Cornerstone Account for a calendar year iswas based on the participant’s age on the last day of the calendar year and the participant’s pay (subject to limits set forth in the tax law) for each calendar quarter during the year (with pay recognized for a calendar quarter only if the participant hashad employment status on the last day of the calendar quarter) as follows:

Age Allocation Amount (% of Pay)

Less than 40

 3%

40 - 54

 5%

55 and older

 9%


There were additional Cornerstone allocations for years prior to 2009 and in 2010 for certain participants. None of the Company’s named executive officers was eligible for these additional Cornerstone allocations.
Allocations to the Cornerstone Account are 100% vested once a participant has completed three years of service and, except as described below, are not vested prior to the completion of three years of service. In addition, regardless of years of service, a participant will become 100% vested in the total value of both the Choice Account and the Cornerstone Account if, while the participant is employed by the Company, the participant reaches age 65 or becomes totally and permanently disabled or dies. If a participant dies while employed by the Company, the total value of the participant’s accounts will be payable to his or her beneficiary.

As previously described, the Company decided that allocations to a Cornerstone Account would not be made for calendar year 2009; the Company reinstated Cornerstone allocations at 2008 levels effective January 1, 2010.

The CEO Make-Whole Retirement Arrangement and The Stanley Works Supplemental Executive Retirement PlanProgram are described on pages 21-2233-34 under the heading “Pension Benefits.” The Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works is described on pages 22-2334-35 under the heading “Non-Qualified“Non-Qualified Defined Contribution and Deferred Compensation Plans.Plans.”

The amounts under the Columncolumn entitled “Financial Planning” for Messrs. Lundgren, Archibald, and Loree include reimbursement for taxes owed with respect to such benefit in the amounts of $7,4598,281; 10,165 and $4,743,4,141 respectively; the amounts under the columns entitled Personal Use of Corporate Aircraft and Personal Use of Company Car for Mr. Archibald include reimbursement for taxes owed with respect to such benefits in the amounts of 27,733 and 2,040, respectively.

17

24


Grants of Plan Based Awards Table 20072010 Grants

This table sets forth information concerning equity grants to the Named Executive Officersnamed executive officers during the fiscal year ended December 29, 2007January 1, 2011 as well as the range of future payouts under non-equity incentive plans.

Name  Grant Date  Estimated Future Payouts Under
Non-Equity Incentive Plan Awards		  Estimated Future Payouts Under
Equity Incentive Plan Awards		  All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)		  All Other
Option
Awards:
Number of
Securities
Underlying
Options (#)		  

Exercise
or Base
Price of
Option
Awards

($/Sh)

  Closing
price at
Date of
Grant
($/Sh)		  

Grant Date

Fair Value

of Stock

and
Option

Awards

($)

    Threshold
($)		  

Target

($)

  Maximum
($)		  Threshold
(#)		  Target
(#)		  Maximum
(#)		          
(a)  (b)  (c)  (d)  (e)  (f)  (g)  (h)  (i)  (j)  (k)      (l)

John F. Lundgren

  

February 21, 2007

  500,000  1,000,000  2,000,000                
  

March 30, 2007

        9,045  18,090  36,179          $472,141
  

July 23, 2007

        0  4,740  10,000          $281,272
  

December 10, 2007

              18,750        $958,594
  

December 10, 2007

                75,000  $51.13  $51.14  $907,500

James M. Loree

  

February 21, 2007

  232,000  464,000  928,000                
  

March 30, 2007

        4,197  8,394  16,787          $219,080
  

July 23, 2007

        0  3,318  7,000          $196,891
  

December 10, 2007

              12,500        $639,063
  

December 10, 2007

                50,000  $51.13  $51.14  $605,000

Hubert W. Davis, Jr.

  

February 21,2007

  102,000  204,000  408,000                
  

March 30, 2007

        1,845  3,690  7,381          $96,307
  

July 23, 2007

        0  948  2,000          $56,254
  

December 10, 2007

              3,750        $191,719
  

December 10, 2007

                15,000  $51.13  $51.14  $181,500

Donald R. McIlnay

  

February 21, 2007

  124,500  249,000  498,000                
  

March 30, 2007

        2,252  4,504  9,009          $117,552
  

July 23, 2007

        0  948  2,000          $56,254
  

December 10, 2007

              3,750        $191,719
  

December 10, 2007

                15,000  $51.13  $51.14  $181,500

Thierry Paternot

  

February 21, 2007

  343,075  686,150  1,029,225                           

18

programs.

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

25


Footnote to Columns (c), (d) and (e) of Grants of Plan-Based Awards Table

The amounts set forth in these columns are (i) the threshold, target and maximum bonuses each of the named executive officers was eligible to receive pursuant to the Company’s MICP forcovering the 2007 fiscal year.period from April 4, 2010 through January 1, 2011. The bonuses earned, which were distributed during the first quarter of 20082011 pursuant to the terms of the Plan, are set forth in Column (g) of the Summary Compensation Table.

Footnote to Columns (f), (g) and (h) of Grants of Plan-Based Awards Table

The first listed performance awards identified in columns (f), (g) and (h) that were granted on MarchJuly 15, 2010 are performance awards tied to achievement of working capital objectives. The awards will be paid only if the specified working capital turns objective is achieved no later than June 30, 20072012 and sustained for a period of six months. These awards may be distributed in the form of shares or in the cash equivalent, at the discretion of the Compensation & Organization Committee. The number of shares each executive would be eligible to receive, set forth in columns (f), (g), and (h), was determined by multiplying the executive’s base salary as of July 15, 2010 by the applicable performance factor, which ranged from 80-150% for performance at maximum. Performance at threshold would generate a bonus equal to 75% of the maximum bonus achievable; performance between threshold and maximum would result in a pro-rated bonus in an amount between the threshold and maximum bonus opportunity.

The second listed performance awards identified in columns (f), (g) and (h) cover the three yeara performance period that commenced on July 4, 2010 (the first day of the Company’s third fiscal quarter 2010) and expires at the end of the Company’s 20092012 fiscal year. Each performance award represents the right to receive the number of StanleyCompany 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. One-halfThirty-five percent of the potential award is contingent on the achievement of earnings per share growth, and one-halfforty percent is contingent on the achievement of return on capital employed.

employed, and twenty-five percent is contingent on total shareholder return.

The number of performance shares granted on March 30, 2007 that each executive would be eligible to receive pursuant to the second listed awards, set forth in columns (f), (g) and (h), werewas determined by multiplying the executive’s base salary as of January 1, 2007July 15, 2010 by the applicable performance factor, which ranged from 30-50%40-150% in the case of threshold performance, 60-100%80-300% in the case of target performance, and 120-200%160-500% in the case of maximum performance for the named executive officers, and dividing the resulting number by the average of the high and low price of StanleyCompany 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 performancerestricted stock awards identified in columns (f), (g)this column are (i) restricted stock units awarded on March 12, 2010 to Messrs. Allan and (h)Ansell and on March 15, 2010 to Messrs. Lundgren and Loree that were grantedwill vest in two equal installments on July 23, 2007 werethe fourth and fifth anniversaries of the date the Merger was completed (March 12, 2010); and (ii) restricted stock units awarded pursuant to the Special Bonus Program described on page 13. These performance awards cover the performance period that expires on December 31, 2009. Each performance award represents9, 2010 that will vest in four equal installments on the right to receive the number of shares shown in the table, subject to attaining the performance goals prior to the expirationfirst four anniversaries of the performance period and sustaining that performance for at least six consecutive months, which can extend no later than June 30, 2010.date of grant. An award recipient must generally remain employed until the time of settlementvesting of performance awards, but pro-rated awards will be paidvest in full if the performance goals are met and the participant’s employment terminates as a result of retirement, death or disability. The potential award is contingent upon achievement of working capitalMarch 15 grants to Messrs. Lundgren and inventory turn objectives.

The number of performance shares granted on July 23, 2007 that each executive would be eligible to receive, set forth in columns, (f), (g) and (h), were approved by the Compensation Committee. Unless the Committee otherwise determines, no shares will be issued unless target performance is achievedLoree and the number of sharesDecember 9 grant to be issuedMr. Archibald will be pro-ratedbecome immediately and fully vested under certain circumstances, as more fully described below in the event performance falls between targetsections titled “Agreement with John F. Lundgren, Director and maximum performance.

Chief Executive Officer,” “Agreement with James M. Loree, Executive Vice President and Chief Operating Officer,” Footnote to Column (i) of Grants of Plan-Based Awards Tableand “

The restricted stock awards identified in this column are restricted stock units awarded on December 10, 2007 that will vest in four equal annual installments on each of the following four anniversaries of the date of grant.

Agreement with Nolan D. Archibald, Executive Chairman.”

Footnote to Column (j) of Grants of Plan-Based Awards Table

The stock options identified in this column as having been granted to Nolan Archibald are (i) stock options granted on March 15, 2010 that will vest on the third anniversary of the date the Merger was completed and (ii) stock options granted on December 9, 2010 that will vest in four equal installments on the first four anniversaries of the date of grant. These grants were made in accordance with the terms of Mr. Archibald’s employment agreement and shall become immediately and fully vested under certain circumstances, as more fully described below in the section titled “Agreement with Nolan D. Archibald, Executive Chairman.” Employment with the Company beyond March 12, 2013 is not a condition to vesting for Mr. Archibald’s grants. The stock options otherwise identified in this column are stock options granted on December 10, 20079, 2010 that will vest in four equal annual installments on each of the followingfirst four anniversaries of the date of grant.

An award recipient must generally remain employed until the time of vesting of awards, but awards will vest in full if the participant’s employment terminates as a result of retirement, death or disability.

Footnote to Column (k) of Grants of Plan-Based Awards Table

All stock option grants arewere made pursuant to Stanley’s 2001the Company’s 2009 Long Term Incentive Plan (the “2001“2009 Plan”). The 20012009 Plan, which has been approved by the Company’s shareholders, provides that the purchase price per share purchasable under an option shall not be less than the Fair Market Value of a share on the date of grant. The 2009 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 valueFair 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 FAS 123(R)FASB Codification Topic 718, Compensation—Stock Compensation of the stock option grants, restricted stock unit grants and performance awards identified in this table. See footnote K beginningJ of the Company’s report on Form 10-K for assumptions used in the valuation of these awards and related disclosures.

19

The grant date fair value of performance award grants included in this column for the performance award period that runs from July 4, 2010 through the end of the Company’s 2012 fiscal year, assuming performance at maximum, is as follows: Mr. Lundgren, $5,514,792; Mr. Allan, $665,561; Mr. Ansell, $665,561; Mr. Loree, $2,651,973; the grant date fair value of performance award grants tied to working capital achievement included in this column, assuming performance at maximum, is as follows: Mr. Lundgren, $1,783,172; Mr. Allan, $361,384; Mr. Ansell, $361,384; Mr. Loree, $713,298.

26


Outstanding Equity Awards at Fiscal Year End

The following table sets forth information regarding outstanding stock options, option awards, and restricted stock unit awards held by the Named Executive Officersnamed executive officers on December 29, 2007.

    Option Awards  Stock Awards
Name  

Number
of Shares
Underlying
Unexercised
Options (#)

Exercisable

  

Number
of Shares
Underlying
Unexercised
Options (#)

Unexercisable

  Equity Incentive Plan
Awards:
Number of Securities
Unexercised
Unearned Options (#)		  Option Exercise
Price ($)		  Option Expiration
Date		  Number of
Shares or
Units of
Stock that
Have Not
Vested (#)		  Market Value
of Shares or
Units of
Stock That
have Not
Vested ($)		  

Equity Incentive
Plan Awards:
Number of Unearned
Shares, Units

or other Rights That
Have Not Vested (#)

  Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights that
Have Not Vested ($)
(a)  (b)  (c)  (d)  (e)  (f)  (g)  (h)  (i)  (j)

J. F. Lundgren

  187,500  62,500  —    38.99  3/1/2014        
  112,500  37,500  —    41.43  10/15/2014        
  37,500  37,500  —    47.29  12/12/2015        
  18,750  56,250  —    51.14  12/11/2016        
  0  75,000  —    51.13  12/10/2017        
            91,140  4,411,281    
                19,414  939,443
                13,568  656,556
                4,740  229,369

J. M. Loree

  100,000  0  —    39.00  10/18/2011        
  125,000  0  —    30.96  10/16/2012        
  100,000  0  —    31.31  10/15/2013        
  75,000  25,000  —    41.43  10/15/2014        
  25,000  25,000  —    47.29  12/12/2015        
  12,500  37,500  —    51.14  12/11/2016        
  0  50,000  —    51.13  12/10/2017        
            42,311  2,048,010    
                9,344  452,156
                6,296  304,663
                3,318  160,558

H. W. Davis, Jr.

  18,750  0  —    25.13  6/28/2010        
  20,000  0  —    39.00  10/18/2011        
  20,000  0  —    30.96  10/16/2012        
  20,000  0  —    31.31  10/15/2013        
  15,000  5,000  —    41.43  10/15/2014        
  5,000  5,000  —    47.29  12/12/2015        
  3,750  11,250  —    51.14  12/11/2016        
  0  15,000  —    51.13  12/10/2017        
            14,086  681,864    
                4,126  199,657
                2,768  133,944
                948  45,874

D. R. McIlnay

  25,000  0  —    24.88  10/3/2009        
  12,500  0  —    30.96  10/16/2012        
  5,000  5,000  —    39.74  1/23/2014        
  7,500  7,500  —    41.43  10/15/2014        
  7,500  7,500  —    47.29  12/12/2015        
  3,750  11,250  —    51.14  12/11/2016        
  0  15,000  —    51.13  12/10/2017        
            17,123  828,969    
                5,825  281,872
                3,378  163,461
                948  45,874

T. Paternot

  100,000  50,000  —    48.32  2/8/2016        
            —    —      
                        16,464  796,838

20

January 1, 2011.

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

27


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

28

Footnote to column (c)

All of the options identified in column (c) expire 10 years from the date of grant; the grant date therefore can be determined by subtracting 10 years from the expiration date set forth in column (f). All of the option grants identified in column (c) that were made prior to October 15, 2003 vested in two installments: 50% vested on the third anniversary of the date of grant and 50% vested on the fifth anniversary of the date of grant. With the exception of the March 15, 2010 grant to Mr. Paternot,Nolan Archibald, which vests in full on March 12, 2013, all of the options that were granted on or after October 15, 2003 vest in four equal annual installments on the first four anniversaries of the date of grant. In February 2006,An award recipient must generally remain employed until the time of vesting of awards, but awards will vest in full if the participant’s employment terminates as a result of retirement, death or disability. Employment beyond March 12, 2013 is not a condition to vesting of Mr. Paternot was granted options to purchase 200,000 shares in connection with his employment arrangement. The terms of the grant to Mr. Paternot provided that fifty percent (50%) of the options would vest on the first anniversary of the date of grant, 25% would vest on the second anniversary of the date of grant, and 25% would vest on the third anniversary of the date of grant. In connection with the recent change to Mr. Paternot’s employment agreement discussed on pages 24-25, Mr. Paternot surrendered to the Company the last 25% (50,000) options that were scheduled to vest on the third anniversary of the date of grant.

Archibald’s grants.

Footnote to column (g)

The awards identified in this column are (i) time vesting restricted stock units that hadhave not yet vested plus(ii) a portion of the performance awards for the 2009-2011 performance program, which will vest following the end of the performance period from 2005 through 2007based on achievement of the maximum 2009 EPS goal of $1.99 per share, performance between the 10.2% target and the 12.2% maximum 2009 ROCE goal, achievement of the maximum 2010 EPS goal of $2.73 per share, and performance between the 8.3% threshold and the 10.3% target 2010 ROCE goal, all as described on pages 11-12. Theestablished for the 2009-2011 performance program; and (iii) a portion of the performance awards vested upon distribution infor the first quarter of 2008. With the exception of 20,000 RSUs granted to John Lundgren in December 2006 that2010-2012 performance program, which will vest subject to his continued employment, on December 11, 2011,following the RSUs included in the totals set forth in this column were granted on December 12, 2005, December 11, 2006 and December 10, 2007 and vest in four equal annual installments beginning on the first anniversaryend of the dateperformance period based on achievement of grant.the maximum 2010 EPS goal of $1.90 per share and performance between the 9.0% target and the 10.0% maximum 2010 ROCE goal established for the 2010-2012 performance program. The number of such RSUstime vesting restricted stock units granted to each of the executivesexecutive that had not vested as of December 29, 2007 wasJanuary 1, 2011 is as follows: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. LundgrenDecember 11, 2006Vests on December 11, 201120,000
December 10, 20074,688
December 9, 20086,500
April 23, 2009Vests in two equal installments on the second and third anniversaries of the grant date50,000
April 23, 200911,278
December 9, 200918,750
March 15, 2010Vests in two equal installments on March 12, 2014 and March 12, 2015325,000
December 9, 201025,000
Donald Allan, Jr.December 10, 2007938
December 9, 20082,800
April 23, 2009Vests in two equal installments on the second and third anniversaries of the grant date10,000
December 9, 20093,750
March 12, 2010Vests in two equal installments on March 12, 2014 and March 12, 201550,000
December 9, 20106,667
Jeffery D. AnsellDecember 10, 2007938
December 9, 20082,800
February 19, 2008Vests on February 19, 201120,000
April 23, 2009Vests in two equal installments on the second and third anniversaries of the grant date10,000
December 9, 20093,750
March 12, 2010Vests in two equal installments on March 12, 2014 and March 12, 201550,000
December 9, 20106,667
Nolan D. ArchibaldApril 18, 2007Vests on April 18, 201175,225
April 16, 2008Vests on April 16, 201299,450
April 29, 2009Vests on April 29, 2013188,317
December 9, 201052,186
James M. LoreeDecember 9, 20089,328
April 23, 2009Vests in two equal installments on the second and third anniversaries of the grant date25,000
December 9, 200912,500
March 15, 2010Vests in two equal installments on March 12, 2014 and March 12, 2015200,000
December 9, 201016,667

29

Awards under the 2009-2011 and 2010-2012 performance programs will vest when awards are distributed, generally during the first quarter following completion of the performance cycle. An award recipient must generally remain employed until the time of vesting of awards, but awards will vest in full if the participant’s employment terminates as a result of retirement, death or disability. Employment beyond March 12, 2013 is not a condition to vesting of Mr. Lundgren: 9,375/14,063/18,750;Archibald’s grants. The March 15, 2010 grants to Mr. Loree: 6,250/9,375/12,500; Mr. McIlnay: 1,875/2,813/3,750;Lundgren and Mr. Davis: 1,250/2,813/3,750.

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 awardsshares identified in this column are the number of shares that may be issued pursuant to performance awards (i) at maximum, for the 2006-20082011 EPS and 2007-2009 performance periodstarget for 2011 ROCE components and awards issued underat maximum for the Special Bonus ProgramTSR component of the awards for the performance period that runs from April 5, 2009 through the end of the Company’s 2011 fiscal year; (ii) at target, for the 2011 EPS, at threshold for 2012 EPS and 2011 and 2012 ROCE components and at target for the TSR component of the awards for the performance period that runs from July 4, 2010 through the end of the Company’s 2012 fiscal year; and (iii) at threshold, for the 2010 Working Capital Incentive Program, for which the performance period ends on December 31, 2009.2012. The three year awards for the performance periods ending at the end of fiscal years 2011 and 2012 vest upon distribution, which will occur during the first quarter of the fiscal year immediately following the performance period, following release of the Company’s financial statements. The Special BonusWorking Capital Incentive Program Awards also vest upon distribution, which will occur no soonerlater than the first quarter of 2013 provided the working capital performance goal is met prior to June 30, 2012 and no later thansustained for at least six months. An award recipient must generally remain employed until the third quartertime of 2010.

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 20072010 Fiscal Year

The following table provides information concerning option exercises and shares vesting for each named executive officer during the Company’s 20072010 fiscal year.

Name  

Number of
Shares Acquired
on Exercise

(#)

  

Value Realized
on Exercise

($)

  

Number of
Shares Acquired
on Vesting

(#)

  

Value Realized
on Vesting

($)

(a)  (b)  (c)  (d)  (e)

J. F. Lundgren

  0  0  46,875  2,547,844

J. M. Loree

  150,000  3,887,115  6,250  317,687

H. W. Davis, Jr.

  37,500  1,200,328  1,562  79,286

D. R. McIlnay

  132,500  3,731,151  1,875  95,307

T. Paternot

  0  0  0  0

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

Footnote to column (d)
Shares acquired are time-vesting RSUs. Because the performance goals were not met, no shares were distributed pursuant to performance awards granted for the 2007-2009 performance period (which would have vested upon distribution in March 2010).
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 Stanley’sthe Company’s non-qualified defined benefit pension plans.

Name  Plan Name  

Number of
Years Credited
Service

(#)

  

Present Value of
Accumulated
Benefit

($)

  

Payments
During Last
Fiscal Year

($)

(a)  (b)  (c)  (d)  (e)

J. F. Lundgren

  CEO Make Whole Arrangement  4  3,304,077  0

J. M. Loree

  Executive Retirement Program  8.5  1,336,998  0

H. W. Davis, Jr.

  —    —    —    0

D. R. McIlnay

  —    —    —    0

T. Paternot

  —    —    —    0

21

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

30


Footnote to Column (b) of Pension Benefits Table

CEO Make-Whole Retirement Arrangement

In connection with Mr. Lundgren’s hiring in 2004, Stanleythe Company agreed to keep Mr. Lundgren whole in respect of the supplemental retirement benefit he would have reasonably expected to have received from his prior employer had he continued his employment with his prior employer and had his compensation increased at the rate of 5% per year. The prior employer’s supplemental retirement benefit provides for a normal retirement benefit, calculated as a benefit payable annually for life, equal to 50% of the greater of the average of the highest cash compensation paid in the four consecutive years during the last ten years of employment or the average of the last four yearsforty-eight months of cash compensation (“Average Compensation”). For purposes of calculating the benefits he would have received from the prior employer, it was assumed that Mr. Lundgren’s 2003 compensation of $1,037,192 with his prior employer would have increased at the rate of 5% per year.

The supplemental retirement benefit payable by Stanleythe Company to make Mr. Lundgren whole will be determined based on Mr. Lundgren’s Average Compensation upon retirement (i.e., $1,037,192 assuming a compound 5% annual increase), but will be reduced by 4% per year for each year by which Mr. Lundgren elects to receive the benefit prior to age 62. This amountmake-whole benefit will also be offset by any retirement benefits that Mr. Lundgren receives from his prior employer and by any retirement benefits that Mr. Lundgren accrues under the Company’s plans, including The Stanley plansWorks Supplemental Executive Retirement Program, that do not represent his elective contributions (e.g., 401(k) plan contributions).contributions under the Stanley Account Value Plan or the Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works) or his matching allocations under the Stanley Account Value Plan. For purposes of applying these offsets from the Company’s plans, accrued retirement benefits will be treated as payable at the earliest date of eligibilitytime and in the form of a single life annuity.in which the supplemental make-whole benefit is paid. At age 62, Mr. Lundgren will first be eligible to receive a single life annuity of approximately $124,000 from his prior employer. Based on the foregoing, if Mr. Lundgren continues in employmentemployer and retires from Stanley at age 65, hethis amount will be entitledapplied as an offset with respect to an aggregate annual retirementthe make-whole benefit from Stanley (inclusive of other retirement benefits provided by Stanley that do not represent his elective contributions) of $910,000, less $124,000calculated as a life annuity payable from his prior employer.

after age 62.

The Stanley Works Supplemental Executive Retirement Program

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

Based onpayment or the foregoing, if Mr. Loree continues in employment and retires from Stanley at age 60, he will be entitledparticipant was formerly married, was to an annual supplemental retirement benefit, (inclusive of other retirement benefits provided by Stanley) payable in the form ofreceive a 100% joint and survivor annuity equal to $688,000. The estimated annual supplement retirementwith the former spouse and elects a 100% joint survivor annuity with another beneficiary. Mr. Lundgren’s benefit is based upon annual assumptions; therefore,to be paid at the estimatedsame time and in the same form as his benefit under the CEO Make-Whole Retirement Arrangement.

Black & Decker Retirement Plans
Pursuant to the terms of his Employment Agreement, Mr. Archibald is entitled to receive distributions pursuant to three retirement plans sponsored by Black & Decker: The Black & Decker Pension Plan, The Black & Decker Supplemental Pension Plan and The Black & Decker Supplemental Executive Retirement Plan. The Black & Decker Pension Plan is a non-contributory, tax qualified defined benefit plan that covers most salaried employees of The Black & Decker Corporation and its subsidiaries. All benefit accruals were frozen under The Black & Decker Pension Plan, effective at the end of 2010. Mr. Archibald will receive his distribution under this Plan following termination of his employment with Stanley Black & Decker. The Black & Decker Supplemental Pension Plan is a nonqualified defined benefit plan that provides benefits for certain executives that would have accrued under The Black & Decker Pension Plan were it not for the limits imposed under the tax laws. All benefit accruals under The Black & Decker Supplemental Pension Plan were frozen, effective at the end of 2010. Benefits may be moreforfeited in the event of fraud or less than disclosedwillful misconduct or, in prior years if the actual pay increase differs fromevent that following termination of employment, there is an unauthorized disclosure or use of confidential information. Pursuant to an election made while he was an employee of The Black & Decker Corporation, Mr. Archibald’s benefits under this Plan will be distributed on or about September 12, 2011. The Black & Decker Supplemental Executive Retirement Plan is a nonqualified defined benefit plan that provided additional benefits for certain executives that may not be provided under The Black & Decker Pension Plan. Mr. Archibald ceased to be a participant in the assumed pay increase.

Black & Decker Retirement Plans immediately following completion of the Merger, but will be entitled to receive distributions under these plans upon termination of his employment with the Company. Pursuant to an election made while he was an employee of The Black & Decker Corporation, Mr. Archibald’s benefits under this Plan will be distributed on or about September 12, 2011. The aggregate present value of the benefits Mr. Archibald will receive under these three plans is approximately $43,300,000.

Footnote to Column (d) of Pension Benefits Table

The present value of the accumulated benefit of each named executive officer is based on the following assumptions: (i) that Mr. Lundgren will commence to receive benefits at age 62, the earliest age at which he can receive an unreduced benefit; (ii) that Mr. Loree will commence to receive benefitsin a lump sum at the normal retirement age set forth in The Stanley Works Supplemental Executive Retirement Plan (age 60); (ii) that Mr. Loree will receive benefits in a lump sum at the normal retirement age set forth in The Stanley Works Supplemental Executive Retirement Program (age 60); (iii) that Mr. Archibald will receive benefits immediately following termination of his employment in the normal form under the Black & Decker Pension Plan and as a lump sum on or about October 1, 2011 under the Black & Decker Supplemental Pension Plan and the Black & Decker Supplemental Executive Retirement Plan pursuant to elections made under the terms of those Plans prior to the Merger; (iv) the individual will not die or withdraw funds before retirement; (iv)(v) the 2011 PPA 2008 Optional Combined mortality table;table for annuitants and (v) an interestnon-annuitants; and (vi) a discount rate of sixfive percent (5.0%). With respect to Mr. Lundgren and one quarters percent (6.25%).

Mr. Loree, the accrued benefit in each case has continued to grow; the increase in the present value of the benefit can also be attributed to changes in assumptions, primarily a lower assumed interest rate. With respect to Mr. Archibald, the accrued benefit has not changed; the increase in present value of his benefit is due to passage of time and changes in assumptions.

31

Non-Qualified Defined Contribution and Deferred Compensation Plans

     Prior to the Merger, Mr. Archibald was a participant in the Black & Decker Supplemental Retirement Savings Plan. He ceased to be a participant when he became a Stanley Black & Decker, Inc. employee at the time of the Merger and received a distribution of $3,764,990.76 in accordance with the terms of the Plan on April 30, 2010.
Participants in the Company’s Management Incentive Compensation Plan (“MICP”), including its executive officers, may defer receipt of annual awards pursuant to the MICP, provided the election to defer receipt is made in the calendar year prior to grant of the award. None of the Company’s named executive officers has elected to defer receipt of awards granted under the MICP.

22

The following relates to the Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works, a non-qualified defined contribution plan.

Name  

Executive
Contributions
in Last FY

($)

  

Registrant
Contributions
in Last FY

($)

  

Aggregate
Earnings
in Last FY

($)

  

Aggregate
Withdrawals/
Distributions

($)

  

Aggregate
Balance

at Last FYE
($)

(a)  (b)  (c)  (d)  (e)  (f)

J. F. Lundgren

  0  187,099  18,942  0  482,350

J. M. Loree

  146,799  72,969  77,039  0  1,576,135

H. W. Davis, Jr.

  70,624  43,770  21,497  0  584,422

D. R. McIlnay

  24,771  43,913  5,824  0  242,753

T. Paternot

  0  0  0  0  0

plan as it applies to named executive officers and certain other employees. Mr. Archibald was not a participant in this Plan in 2010.

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

Footnote to column (a) of Non-Qualified Defined Contribution and Deferred Compensation Plans Table

The compensation that may be deferred by employees andAt the amounts that may be credited to their accounts underend of 2010, the Company amended the Stanley Account Value Plan, a tax-qualified 401(k) plan, are limited due to certain provisions of the Internal Revenue Code and the regulations. Stanley maintainsPlan, the Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works and the Deferred Compensation Plan for Participants in the Company’s Management Incentive Compensation Plan. As a result of these amendments, the Stanley Account Value Plan has been renamed the Stanley Black & Decker Retirement Account Plan, the Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works, as it applies to providenamed executive officers and certain other employees, has been replaced by the Stanley Black & Decker Supplemental Retirement Account Plan, and the Deferred Compensation Plan for Participants in the Company’s Management Incentive Compensation Plan has been closed to new deferrals. Certain employees may now defer bonuses and other compensation pursuant to the Stanley Black & Decker Supplemental Retirement Account Plan. The discussion below relates to the plans that were in effect through 2010.

The compensation that could be deferred by employees and the amounts that could be credited to their accounts under the Stanley Account Value Plan was limited due to certain provisions of the Internal Revenue Code and the regulations. The Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works provided executive officers and certain other employees with benefits that maycould not be provided under the Stanley Account Value Plan.

Pursuant to the Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works, an eligible employee maycould elect to defer a portion of his or her compensation to be credited to a supplemental employee contributions account. The total amount deferred under the Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works, plus the amount the employee deferscould defer under the Stanley Account Value Plan, maycould not exceed 15% of his or her annual compensation. For this purpose, compensation includesincluded salary, bonuses, foreign incomecertain other amounts earned as a Stanleyan employee of the Company that are includible in taxable income, and amounts deferred or contributed at the election of the employee to the Stanley Account Value Plan or any other Company-sponsored plan under an arrangement described in Section 401(k) or 125 of the Internal Revenue Code.Code or under the Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works. Matching allocations with respect to compensation that iswas deferred under the Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works arewere credited to the employee’s supplemental employer contributions account. Such allocations for a year other than 2009, plus the matching allocations that could be made by the Companyfor such a year other than 2009 to the employee’s matching contributionsallocations account under the Stanley Account Value Plan, shallcould not exceed 3.5% of the employee’s annual compensation. With respect to 2009, the Company eliminated matching and Cornerstone Account allocations under the Supplemental Retirement and Account value Plan for Salaried Employees of The Stanley Works. Effective January 1, 2010, matching and Cornerstone Account allocations were reinstated at 2008 levels. Matching allocations credited to the supplemental employer contributions account arewere 100% vested once a participant has completed three years of service and, areexcept as provided below, were not vested prior to the completion of three years of service. In addition, supplemental basic Cornerstone allocations maycould be made to an employee’s supplemental employer contributions account.

account for a year other than 2009, based on compensation above the level recognized under the Stanley Account Value Plan.

Ordinarily, a participant receives a lump sum distribution of his or her total vested account balance under the Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works when he or she terminates employment, becomes totally and permanently disabled, or retires, and hisfollowing termination of employment. A participant could elect to receive the lump sum distribution at a specified date subsequent to termination of employment. His or her beneficiary receivesreceived a lump sum distribution of his or her total vested account balance upon his or her death. Loans and in-service withdrawals arewere not permitted.

permitted other than an in-service withdrawal in the event of an unforeseeable emergency. The vested account balance of Mr. Lundgren under the Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works was required to be paid at the same time and in the same form as his benefit under the supplemental make-whole arrangement. The vested account balance of Mr. Loree under the Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works was required to be paid at the same time and in the same form as his benefits under The Stanley Works Supplemental Executive Retirement Program.

Cornerstone allocations credited to an employee’s supplemental employer contributions account arewere 100% vested once the employee has completed three years of service, and, areexcept as described below, were not vested prior to the completion of three years of service.

Both matching allocations and Cornerstone allocations under the Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works also became vested if, while employed by the Company, the participant attained age 65 or became disabled or died.

The Company also providesprovided a supplemental Cornerstone allocation in years other than 2009 for certain participants in the Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works that iswas in addition to the supplemental basic Cornerstone allocation. Supplemental Cornerstone allocations were discontinued effective January 1, 2009 and reinstated effective January 1, 2010. None of the Company’s named executive officers iswas eligible to receive this additional Cornerstone allocation.

32

Footnote to columns (b) and (c) of Non-Qualified Defined Contribution and Deferred Compensation Plans Table

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

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

Footnote to column (d) of Non-Qualified Defined Contribution and Deferred Compensation Plans Table

Participants in the Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works maycould 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 maycould elect to change their investment elections at any time by contacting the Stanley Savings Center via telephone or Internet. During the plan year ended December 31, 2007,2010, 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 Stock Fund ( -3.27%)29.69%; Short Term Investment Fund 0.17%; SSgA Stable Value Fund (4.35%)US TIPS 5.95%; SSgA S&P 500 Index Fund (5.28%)14.87%; SSgA U.S. Total Market Index Fund (5.35%)17.18%; SSgA Foreign EquityInternational Index Fund (11.18%)7.64%; SSgA Bond Market Index Fund (6.73%)6.31%; and SSgA U.S.US Extended Market Index Fund (4.99%)28.28%; LKCM Small Capital Equity Institutional Fund 32.98%; Dodge & Cox International Stock Fund 13.69%; BGI Target Retirement Income Fund 10.83%; BGI Target Retirement Fund 2015 11.84%; BGI Target Retirement Fund 2020 12.89%; BGI Target Retirement Fund 2025 13.40%; BGI Target Retirement Fund 2030 14.26%; BGI Target Retirement Fund 2035 14.65%; BGI Target Retirement Fund 2040 15.33%; BGI Target Retirement Fund 2045 15.71%; BGI Target Retirement Fund 2050 16.26%. The Company has not included any portion of the earnings listed in column (d) as compensation in the Summary Compensation Table.

23

Footnote to column (e) of Non-Qualified Defined Contribution and Deferred Compensation Plans Table
The amount set forth in column (e) represents the distribution of funds held through the Black & Decker Supplemental Retirement Savings Plan following the Merger, pursuant to the terms of that Plan.
     Retirement Programs covering Mr. Archibald
     As discussed above, Mr. Archibald will receive a distribution under The Black & Decker Pension Plan following termination of his employment with the Company; he will receive distributions pursuant to The Black & Decker Supplemental Pension Plan and The Black & Decker Supplemental Executive Retirement Plan on or about September 12, 2011 pursuant to distribution elections Mr. Archibald made while he was an employee of The Black & Decker Corporation. Mr. Archibald became eligible for coverage under the Stanley Account Value Plan when he became an employee of the Company immediately following the Merger but was not eligible for Cornerstone allocations under that plan. Prior to the Merger, Mr. Archibald was eligible for contributions under The Black & Decker Retirement Savings Plan, a tax qualified 401(k) defined contribution retirement plan that, prior to 2011, covered most salaried employees of The Black & Decker Corporation and its subsidiaries. Contributions were discontinued under The Black & Decker Retirement Savings Plan at the end of 2010 and, effective January 1, 2011, The Black & Decker Retirement Savings Plan was merged into and all of its assets and liabilities were transferred to the Stanley Black & Decker Retirement Account Plan.
Retirement Programs effective January 1, 2011
     Effective January 1, 2011, the restated Stanley Account Value Plan (known effective in 2011 as the Stanley Black & Decker Retirement Account Plan) continues to offer tax-deferred savings and the same level of matching allocations (50% match on the first 7% of pay contributed on a pre-tax basis) for eligible participants. The tax laws limit the amount of elective contributions that may be made for a year. Pay is subject to limits imposed under the tax laws and includes amounts such as salary, management incentive bonuses, and certain other taxable compensation, and also includes any such amounts contributed at the election of a participant under Section 125 or 401(k) of the Internal Revenue Code but excludes amounts such as moving expenses, welfare benefits, and certain bonuses. Beginning January 1, 2011, matching allocations are 100% vested upon completion of one year of service and, except as described below, are not vested prior to completion of one year of service. Contributions made by participants and matching allocations continue to be allocated to Choice Accounts that are subject to investment direction by participants that may be changed on a daily basis by participants.
     Under the Stanley Black & Decker Retirement Account Plan, effective January 1, 2011, the Cornerstone Account has been renamed the Core Account, and, for certain participants, there are allocations to Core Accounts. These accounts continue to be subject to investment direction by participants. The regular allocations to a participant’s Core Account for a calendar year are based on the participant’s age on the last day of the calendar year and the participant’s pay (as described above, subject to limits imposed by the tax law) for each calendar quarter during the year (with pay recognized for a calendar quarter only if the participant had employment status on the last day of the calendar quarter) as follows:
AgeAllocation Amount (% of pay)
Less than 402%
40-544%
55 and over6%

33


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

     There is an Additional Core Transition Benefit Allocation to the Core Account for the five calendar years that begin with the 2011 year, for an individual who is eligible for Core Transition Benefit Allocations and on January 31, 1998, was a participant in The Stanley Works Retirement Plan, The Black & Decker Pension Plan, or the Retirement Plan for Hourly-Rated Employees of Porter Cable Corporation. This allocation is a percentage of pay (as described above, subject to the limits applied under the tax law), based on the individual’s age on December 31, 2001, and credited service as of January 31, 1998. The percentage of pay, depending upon an individual’s age and credited service, may vary between 0.1% and 7.0%. None of the Company’s named executive officers is eligible for Additional Core Transition Benefit Allocations. Mr. Archibald is not eligible for any allocations to a Core Account.
     Effective January 1, 2011, funds allocated to a Core Account are 100% vested once a participant has completed three years of service and, except as discussed below, are not vested prior to the completion of three years of service. Regardless of years or service, a participant will become 100% vested in the total value of both the Choice Account and the Core Account if, while the participant is employed by the Company, the participant reaches age 55 or becomes totally and permanently disabled or dies. A participant’s vested accounts are payable upon termination of employment in a lump sum and, if payments are made after attainment of age 70 ½, the participant may elect instead to receive annual installment payments equal to the minimum required distributions under the tax law. If a participant dies, the total vested value of the participant’s accounts (including amounts that become vested upon death while employed by the Company) is payable in a lump sum to his or her beneficiary.
     The January 1, 2011, restatement of the Supplemental Retirement and Account Value Plan for Salaried Employees of The Stanley Works (known effective in 2011 as the Stanley Black & Decker Supplemental Retirement Account Plan) provides benefits that may not be provided to executive officers and certain management employees under the Stanley Black & Decker Retirement Account Plan. Effective January 1, 2011, the Stanley Black & Decker Supplemental Retirement Account Plan permits a participant to make contributions on a pre-tax basis of up to 50% of the pay earned for a calendar year that consists of base salary (including commissions and vacation pay) and of up to 100% of the pay earned for a calendar year that consists of bonuses provided under the Company’s management incentive plans. These contributions are credited to a supplemental employee contributions account that is also credited with funds attributable to any supplemental employee contributions made before the implementation of the 2011 restatement. The Company provides matching allocations for a year, that are credited to a supplemental matching allocations account, equal to 50% of the participant’s elective contributions for the year of up to 7% of the portion of pay for the year (as described above) in excess of the amount of pay that may be taken into account for the year under the Stanley Black & Decker Retirement Account Plan. Therefore, the maximum amount of matching allocations for a participant for a year under the Stanley Black & Decker Supplemental Retirement Account Plan is 3.5% of the portion of the participant’s pay for the year in excess of the amount of pay that may be recognized for the year under the Stanley Black & Decker Retirement Account Plan. The participant’s supplemental elective contributions are immediately vested. The supplemental matching allocations, including supplemental matching allocations made prior to 2011, are 100% vested after completion of one year of service and, except as described below, are not vested prior to completion of one year of service.
     Under the Stanley Black & Decker Supplemental Retirement Account Plan, supplemental Core allocations, along with supplemental Cornerstone allocations made for years prior to 2011, are credited for certain participants to supplemental Core allocations accounts. These supplemental Core allocations are based on the Core Account allocation formulas in the Stanley Black & Decker Retirement Account Plan (including the allocation formulas for Core Transition Benefit Allocations and Additional Core Transition Benefit Allocations for 2011 through 2016) but are applied with respect to the portion of a participant’s pay in excess of the amount of pay that may be recognized under the Stanley Black & Decker Retirement Account Plan. Supplemental Core allocations, along with supplemental Cornerstone allocations made for years prior to 2011, are vested upon completion of three years of service and, except as described below, are not vested prior to completion of three years or service.
34

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

In February of 2004, Stanleythe Company entered into an employment agreement with Mr. Lundgren pursuant to which Mr. Lundgren agreed to serve as Stanley’sthe Company’s Chairman and Chief Executive Officer. While employed by Stanley,On December 10, 2008, the employment agreement was amended and restated primarily to comply with rules under Section 409A of the Internal Revenue Code of 1986, as amended, governing time and form of payments. The changes did not generally affect the scope or amount of benefits Mr. Lundgren willwas entitled to receive under the employment agreement. On November 2, 2009, the employment agreement was again amended and restated in connection with the Merger. Mr. Lundgren’s amended and restated agreement, which is on file as an annual base salaryexhibit to the Company’s Current Report on Form 8-K filed November 3, 2009, became effective upon completion of the Merger on March 12, 2010, at least $750,000, subjectwhich time Mr. Lundgren’s position was changed to review for increase annually.President, Chief Executive Officer and a Director of the Company.
     As of January 1, 2007,2, 2010, Mr. Lundgren’s annual base salary was $1,000,000.$1,050,000. As provided in the amended agreement, on March 12, 2010, Mr. Lundgren’s annual base salary was increased to $1,250,000 and on March 15, 2010 Mr. Lundgren received a special grant of 325,000 restricted stock units that vest in two equal installments on March 12, 2014 and March 12, 2015 (the “Merger RSUs”). Mr. Lundgren’s annual base salary is subject to review for increase at least annually and may not be decreased except pursuant to across-the-board salary decreases similarly affecting all senior Company executives. Pursuant to the terms of his agreement, Mr. Lundgren is entitled to participate in the MICP with an annual target bonus opportunity equal to 100%150% of his annual base salary, a threshold bonus opportunity equal to 75% of his annual base salary, and with a maximum potential award equal to 200%300% of his annual base salary.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 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 Stanley’sthe Company’s senior officers. Pursuant to the employment agreement, Mr. Lundgren received an initial stock option grant to purchase 250,000 shares of common stock. Twenty-five percent of the shares underlying the initial stock option grant vested on each of March 1, 2005, March 1, 2006, and March 1, 2007 and March 1, 2008. In addition, to replace stock appreciation rights and performance shares provided to Mr. Lundgren by his prior employer that would be forfeited as a result of his leaving said employer to take a position with Stanley, Mr. Lundgren was also granted 75,000 restricted stock units, 50% of which vested and were distributed to him on March 1, 2006 and 50% of which vested and were distributed to him on March 1, 2007.

Under his employment agreement, if Mr. Lundgren’s employment is terminated by Stanleythe Company without cause or if Mr. Lundgren terminates his employment as a result of a constructive termination of employment, the employment agreement provides that (i) any of the unvested initial stock options and restricted stock units will vest and, in the case of the restricted stock units, be distributed to Mr. Lundgren; (ii) Mr. Lundgren will receive monthly payments, for a period of twenty-four months following his termination of employment,lump sum in cash equal to one-twelfth of the sum oftwo 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, other than the vesting of equity awards, Mr. Lundgren is required to execute a general release of claims. In addition, upon termination of his employment, Stanleythe 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 Stanley retirees;retirees of the Company; provided, however, Stanleythe Company is not required to provide such access if Mr. Lundgren’s employment is terminated for cause. For a discussion of the retirement provisions of the employment agreement, see “CEO“CEO Make-Whole Retirement Arrangement”Arrangement” discussed on page 22.31. See the “Termination“Termination Provisions Summary”Summary” table on page 2739 for information regarding payments which would have become payable to Mr. Lundgren under the terms of his employment agreement if his employment had terminated effective December 29, 2007.

In 2005,January 1, 2011.

35

Agreement with James M. Loree, Executive Vice President and Chief Operating Officer
     On November 2, 2009, in connection with Stanley’s acquisition of Facom Tools, Stanleythe Merger, the Company entered into an Employment employment agreement with James M. Loree, Executive Vice President and Chief Operating Officer of the Company. Pursuant to the terms of the agreement, on March 12, 2010, Mr. Loree’s annual base salary was set at $750,000 and on March 15, 2010, Mr. Loree received a special grant of 200,000 restricted stock units that vest in two equal installments on March 12, 2014 and March 12, 2015 (the “Merger RSUs”). Mr. Loree’s annual base salary is subject to review for increase at least annually and may not be decreased except pursuant to across-the-board salary decreases similarly affecting all senior Company executives. Pursuant to the terms of his agreement, Mr. Loree is entitled to participate in the MICP with an annual target bonus opportunity equal to 100% of his annual base salary, a threshold bonus opportunity equal to 50% of his annual base salary, and a maximum potential award equal to 200% of his annual base salary and to receive (a) annual performance awards with a target annual value (based on the full grant date value as determined for purposes of the Company’s financial reporting) equal to 250% of his annual base salary, with a threshold potential annual performance award equal to 125% of his annual base salary and a maximum potential annual performance award equal to 400% of his annual base salary, and (b) annual awards of options to purchase 100,000 shares of Company common stock. Mr. Loree also is entitled to participate in all employee benefit plans as are generally made available to the Company’s senior officers.
     Under his employment agreement, if Mr. Loree’s employment is terminated by the Company without cause or if Mr. Loree terminates his employment as a result of a constructive termination of employment, the employment agreement provides that (i) Mr. Loree will receive a lump sum in cash equal to two times his annual base salary and target annual bonus opportunity; (ii) the Merger RSUs will immediately vest; (iii) Mr. Loree and his eligible dependents will receive up to twenty-four months of continued health and welfare benefits coverage; (iv) Mr. Loree will receive a pro-rata target annual bonus in respect of the year in which the termination of employment occurs; (v) Mr. Loree shall be deemed to have attained service through the greater of his actual age as of the date of termination and age 54 for all purposes (including vesting and benefit accrual) under the Supplemental Executive Retirement Plan; and (v) Mr. Loree will be subject to a twenty-four month non-competition and non-solicitation covenant.
     As a condition to receiving the payments described above, Mr. Loree is required to execute a general release of claims. In addition, upon termination of his employment, the Company will provide Mr. Loree with access to retiree medical coverage, at his cost, on the same terms and conditions as are generally made available to other retirees of the Company; provided, however, the Company is not required to provide such access if Mr. Loree’s employment is terminated for cause. See the “Termination Provisions Summary” table on page 43 for information regarding payments which would have become payable to Mr. Loree if his employment had terminated effective January 1, 2011.
Agreement with Mr. Thierry Paternot pursuant to which Mr. Paternot agreed to serve asNolan D. Archibald, Executive Chairman
     On November 2, 2009, in connection with the Merger, the Company entered into an agreement with Nolan D. Archibald, who was then the Chairman, President and Chief Executive Officer of Facom SAS and to lead and coordinate the commercial and marketing activities for Stanley in Europe. On July 1, 2007, Mr. Paternot’s agreement was amended to reflect that Mr. Paternot would transition out of his current position with Facom and Stanley Europe Tools by not later than June 30, 2008.Black & Decker. Under the terms of his agreement, which became effective on March 12, 2010, Mr. Archibald will serve as a member and Executive Chairman of the amended agreementCompany’s Board of Directors and the related changes in his role withas an employee of the Company for a period of three years following the completion of the Merger. While Mr. Paternot continued toArchibald is employed by the Company, he will receive an annual base salary of two hundred thirty thousand Euros (€230,000)$1,500,000 and will be entitled to participate in the MICP, with an annual target bonus opportunity equal to $1,875,000. Pursuant to his employment agreement, on March 15, 2010, Mr. Archibald received a travel allowance proportionatespecial grant of 1,000,000 stock options, which will vest in full on March 12, 2013. During the three years that Mr. Archibald is employed by the Company, Mr. Archibald also will be eligible to receive annual equity awards with an aggregate annual value (based on the full grant date value as determined for purposes of the Company’s financial reporting), equal to $6,650,000 and comprised (based on value) of 50% stock options and 50% restricted stock, restricted stock units or other full-share type awards. Mr. Archibald also will be eligible to receive a cost synergy bonus on March 12, 2013 based on the achievement of certain goals set forth in the following table.
Cost Synergy LevelBonus
AttainedAmount
Less than $150 million$0
$150 million$0
$225 million$15 million
$300 million$30 million
$350 million$45 million
More than $350 million$45 million

36

     For purposes of the cost synergy bonus, the Cost Synergy Level Attained means the annual run-rate of cost savings achieved by the Company as of March 12, 2013 that are attributable to the number of travel days abroad of one thousand Euros (€1,000) per day spent abroad,Merger. The cost savings will be calculated on a pre-tax basis, applying generally accepted accounting principles and otherwise consistent with the cumulative amountmethods of cost synergy measurements used in reports provided to the base salaryBoard of Directors and travel allowance capped at two hundred fifty thousand Euros (€250,000) per year. Effective September 1, 2007, however, Mr. Paternot no longer received remuneration of two hundred thousand Euro (€200,000) per year as a corporate officer of Facom. Mr. Paternot remained eligible for a maximum annual incentive bonus of seven hundred fifty Euros (€750,000) underincluded in the Company’s MICP for fiscal year 2007; but Mr. Paternotpublic filings. The calculation will not include any revenue synergies. To the extent the cost synergy level attained is between two values set forth in the table above, the cost synergy bonus will be eligible for any incentivedetermined by linear interpolation between the two corresponding cost synergy bonus foramount values. In addition, each bonus amount set forth in the 2008 fiscal year.table above will be increased at an interest rate of 4.5% compounded annually over the three-year period beginning on March 12, 2010.
     Mr. Archibald also is entitled to participate in all group welfare plans as are generally made available to the Company’s senior executives and all fringe benefit and perquisite programs as are generally made available to Mr. Lundgren. In addition, Mr. Paternot received an initial stock option grantArchibald will remain entitled to purchase 200,000 sharesreceive certain perquisites and benefits that he had been receiving as of our common stock and was granted 37,050 Restricted Shares on February 8, 2006, the first date after the Stanley’s acquisition of Facom

24

Tools on which these grants could be madeDecember 31, 2008 pursuant to French law. Fifty percenthis employment agreement with Black & Decker, including business and personal use of the stock options granted vested on February 8, 2007 and 25% vested on February 8, 2008. PursuantCompany’s aircraft. The Company also will continue to the termshonor certain of Mr. Archibald’s entitlements under his amended employment agreement Mr. Paternot has surrendered the remaining 25%with Black & Decker and other compensation plans or arrangements of the stock options, which were scheduled to vest on February 8, 2009. The restricted share grant was designed to provide Mr. Paternot withBlack & Decker, including (i) a benefit similar to that provided to other senior executives under the Company’s 2006-2008 performance award program, with such modifications as were deemed necessary or advisable to meet French legal and tax requirements. Initially, the restricted shares were to vest only if (i) Mr. Paternot remainedpayment of $3,750,000 in Stanley’s employ until distributions are made under the Company’s 2006-2008 performance award program and (ii) if Mr. Paternot met established performance goalsrespect of Black & Decker’s executive annual incentive plan for the Facom2009 performance period (to the extent not previously paid by Black & Decker), (ii) a payment of $4,725,000 in respect of Black & Decker’s 2008 Executive Long Term Incentive/Retention Plan (to the extent not previously paid by Black & Decker), (iii) any amounts owed to Mr. Archibald under Black & Decker’s Supplemental Executive Retirement Plan, Supplemental Pension Plan and Stanley Europe Tools businesses. AsSupplemental Retirement Savings Plan, (iv) retiree medical benefit coverage for Mr. Archibald and his spouse (to the extent Mr. Archibald is eligible to receive such benefit coverage upon his retirement under Black & Decker’s applicable plans), and (v) reimbursement of all legal fees and expenses Mr. Archibald incurs as a result of the changesapplication of Section 4999 of the Code to the payments and benefits under his agreement with the Company.

     Pursuant to Mr. Paternot’sArchibald’s employment two-thirdsagreement with Black & Decker, upon completion of the performance based restricted shares awardedMerger, he would have been entitled to a severance payment in 2006 will vestthe amount of $20,475,000, as well as a gross-up payment if he were to be subject to the performance criteria overexcise tax imposed by Section 4999 of the 2006-2008 period are met. In addition, such performance criteria for Mr. Paternot are nowCode, based on corporate performance goals consistent with our other namedMr. Archibald not becoming chairman, president and chief executive officers rather than the performanceofficer of the Company’s Facom ToolsCompany. Under the terms of Mr. Archibald’s agreement with the Company, however, Mr. Archibald agreed to waive his entitlement to the severance payment and European industrial tools business.

the gross-up payment that would have been payable under the Black & Decker employment agreement upon completion of the Merger.

     Under his agreement with the Company, if Mr. Archibald’s employment is terminated by the Company without cause or if Mr. Archibald terminates his employment as a result of a constructive termination of employment, (i) Mr. Archibald will receive the cost synergy bonus on March 12, 2013 (as if Mr. Archibald had remained continuously employed by the Company through such date and based on the actual Cost Synergy Level Attained as of March 12, 2013), (ii) all outstanding equity awards will immediately vest, (iii) Mr. Archibald and his eligible dependents will receive continued health and welfare benefits coverage until March 12, 2013, and (iv) Mr. Archibald will be subject to a non-competition covenant through March 12, 2013 and a twenty-four month non-solicitation covenant. As a condition to receiving the payments described above, Mr. Archibald is required to execute a general release of claims. See the “Termination Provisions Summary” table on page 42 for information regarding payments which would have become payable to Mr. Archibald if his employment had terminated effective January 1, 2011.
Termination and Change in Control Provisions

Stanley

     The Company has adopted a separation pay policy applicable to executive officers and certain other members of management pursuant to which Stanleythe 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 American Jobs Creation Act,Internal Revenue Code of 1986, as amended, a named executive officer who qualifies for separation pay under the policy would receive up to one year’s pay at his or her annual base salary at the date of termination, continued life, AD&D, medical, dental and vision insurance coverage through the end of the month in which he or she receives separation pay, provided he or she makes the necessary contributions, and would be allowed 180 days plus two calendar months to exercise any vested but unexercised stock options. Any employee who is at least 55 years of age and has at least 20 years of consecutive service with the Company at the time of termination also would be eligible to receive a special medical subsidy equal to 50% of normal COBRA costs for a maximum of 18 months. The separation pay policy would not apply to Messrs. Lundgren, Loree or Paternot,Archibald, whose severance would be governed by the terms of their employment agreements as described at pages 24-25 above.

37

The Company’s 2006 Management Incentive Compensation Plan (“MICP”), its 1997, 2001 and 20012009 Long Term Incentive Plans (the “1997 LTIP” andLTIP,” the “2001 LTIP”LTIP,” the “2009 LTIP,” or, collectively, “LTIPs”), and change in control severance agreements with each of Messrs. Lundgren, Allan, Ansell and Loree, Davis, McIlnay 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 Stanley’sthe 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 2/3 two thirds of the incumbent directors; (iii) consummation of a merger or consolidation of Stanleythe Company or any direct or indirect subsidiary of Stanleythe Company with any other corporation or entity other than (a) a merger or consolidation where the voting securities of Stanleythe 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 Stanleythe Company in which no person is or becomes the beneficial owner of securities representing 25% or more of the combined voting power of Stanley’sthe Company’s then outstanding securities; or (iv) Stanley’s shareownersthe Company’s shareholders approve a plan of complete liquidation or dissolution of Stanleythe Company or there is consummated an agreement for the sale or disposition by Stanleythe Company of all or substantially all of its assets unless the shareownersshareholders of Stanleythe Company own at least 50% of the acquiring entity in substantially the same proportions as their ownership of Stanleythe Company immediately prior to such sale.

25

Unless otherwise determined by the Compensation Committee at the time of grant of an award, upon the occurrence of a Change in Control of Stanley,the Company, (i) participants under the MICP will be entitled to a pro rata portion of their award, assuming achievement of the applicable performance goal(s) at target levels and (ii) with respect to awards under the LTIPs, all options will become immediately exercisable in full and will remain outstanding for the remainder of their terms, all performance awards will become payable or distributable, pro rata, assuming achievement at target and all restrictions applicable to restricted stock and restricted stock units will immediately lapse.

Stanley

     The Company initially entered into a Change ofin Control Severance agreementAgreement with Mr. Lundgren when he commenced employment on March 1, 2004,2004; 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 Messrs. Loree, Davisthe foregoing executives on December 10, 2008, in order to comply with the rules of Section 409A of the Internal Revenue Code, as amended. The changes reflected in the amended and McIlnay on May 9, 2003.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 Form of Mr. Lundgren’sCompany entered into the amended and restated Change in Control Agreement iswith Mr. Allan on February 23, 2009. The Forms of Change in Control Agreements executed with Messrs. Allan, Ansell, Loree and Lundgren are on file with the SEC as Exhibit Cexhibits to the Agreement attached toCompany’s Annual Report on Form 10-K for the year ended January 3, 2004 as Exhibit 10(xxiv). The Forms of Change in Control Agreements with Messrs. Loree, Davis and McIlnay are on file with the SEC as Exhibit 10(i) to the Quarterly Report on Form 10-Q/A for the quarter ended June 28, 2003.

2009.

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

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

Set forth at pages 27-3139-42 are tables setting forth the dollar amounts that would have been payable at December 28, 2007January 1, 2011 under the various termination scenarios applicable for each named executive officer. The figures set forth in the tables assume a stock price of $48.39,$67.70, the highest reported sale price of a share of Company stock in the sixty (60) days preceding January 1, 2011, in calculating amounts payable in respect of RSUs and performance awards following a Change in Control, and $66.87, the closing price of StanleyCompany common stock on December 28, 2007.

26

31, 2010, which was the last business day of the Company’s 2010 fiscal year, in calculating all other amounts payable in respect of equity awards. The Company’s 2010 fiscal year ended on January 1, 2011.

38


TERMINATION PROVISIONS SUMMARY


John F. Lundgren

   Voluntary
Resignation		 Involuntary
For Cause		 

Involuntary
w/out

Cause or
Voluntary
for Good
Reason
(no CIC)

 Involuntary
w/out
Cause
upon CIC		 Disability 

Death

(Pre-retirement)

 Retirement

Severance

 0 0 4,000,000 7,136,454 0 0 0

Pro-rata bonus for year of termination

 0 0 1,700,000 1,700,000 1,700,000 1,700,000 0

SERP/Retirement Plan

 4,328,730 4,328,730 4,328,730 6,046,279 4,328,730 1,847,340 4,328,730

Supplemental Account Value Plan contributions

 0 0 0 863,955 0 0 0

Executive benefits & perquisites

 0 0 0 89,250 0 0 0

Post-termination life insurance

 0 0 92,846 139,269 0 0 0

Post-termination health & welfare

 0 0 28,116 42,174 0 0 0

Outplacement

 0 0 0 50,000 0 0 0

280G tax gross up

 0 0 0 5,271,361 0 0 0

Vesting of stock options

 0 0 587,813 890,250 890,250 890,250 0

Vesting of restricted stock

 0 0 0 3,009,277 3,009,277 3,009,277 0

Vesting of performance shares

 0 0 0 1,727,082 2,339,797 2,339,797 0

27

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

39


TERMINATION PROVISIONS SUMMARY


Donald Allan, Jr.

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

40

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

41

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

42

TERMINATION PROVISIONS SUMMARY
James M. Loree

   Voluntary
Resignation		 Involuntary
For Cause		 Involuntary
w/out
Cause or
Voluntary
for Good
Reason
(no CIC)		 

Involuntary
w/out
Cause

upon CIC

 Disability 

Death

(Pre-retirement)

 Retirement

Severance

 0 0 580,000 3,450,838 0 0 0

Pro-rata bonus for year of termination

 0 0 788,800 788,800 788,800 788,800 0

SERP/Retirement Plan

 0 0 0 4,069,400 0 0 0

Supplemental Account Value Plan contributions

 0 0 0 275,908 0 0 0

Executive benefits & perquisites

 0 0 0 89,250 0 0 0

Post-termination life insurance

 0 0 0 40,965 0 0 0

Post-termination health & welfare

 0 0 11,410 45,388 0 0 0

Outplacement

 0 0 0 50,000 0 0 0

280G tax gross up

 0 0 0 3,917,060 0 0 0

Vesting of stock options

 0 0 0 201,625 201,625 201,625 0

Vesting of restricted stock

 0 0 0 1,360,969 1,360,969 1,360,969 0

Vesting of performance shares

 0 0 0 884,111 1,184,419 1,184,419 0

28

TERMINATION PROVISIONS SUMMARY

Hubert W. Davis, Jr.

   Voluntary
Resignation		 Involuntary
For Cause		 Involuntary
w/out
Cause or
Voluntary
for Good
Reason
(no CIC)		 Involuntary
w/out
Cause
upon CIC		 Disability Death
(Pre-retirement)		 Retirement

Severance

 0 0 351,250 1,518,048 0 0 0

Pro-rata bonus for year of termination

 0 0 346,800 346,800 346,800 346,800 0

SERP/Retirement Plan

 0 0 0 0 0 0 0

Supplemental Account Value Plan contributions

 0 0 0 179,034 0 0 0

Executive benefits & perquisites

 0 0 0 69,375 0 0 0

Post-termination life insurance

 70,838 70,838 70,838 70,838 70,838 0 70,838

Post-termination health & welfare

 0 0 7,202 31,719 0 0 0

Outplacement

 0 0 0 50,000 0 0 0

280G tax gross up

 0 0 0 883,403 0 0 0

Vesting of stock options

 0 0 0 40,325 40,325 40,325 0

Vesting of restricted stock

 0 0 0 378,071 378,071 378,071 0

Vesting of performance shares

 0 0 0 482,992 666,874 666,874 0

29

TERMINATION PROVISIONS SUMMARY

Donald R. McIlnay

        
   Voluntary
Resignation		 Involuntary
For Cause		 Involuntary
w/out
Cause or
Voluntary
for Good
Reason
(no CIC)		 Involuntary
w/out
Cause
upon CIC		 Disability Death
(Pre-retirement)		 Retirement

Severance

 0 0 415,000 1,624,196 0 0 0

Pro-rata bonus for year of termination

 0 0 251,490 251,490 251,490 251,490 0

SERP/Retirement Plan

 0 0 0 0 0 0 0

Supplemental Account Value Plan contributions

 0 0 0 179,783 0 0 0

Executive benefits & perquisites

 0 0 0 69,375 0 0 0

Post-termination life insurance

 92,818 92,818 92,818 92,818 92,818 0 92,818

Post-termination health & welfare

 0 0 7,202 31,499 0 0 0

Outplacement

 0 0 0 50,000 0 0 0

280G tax gross up

 0 0 0 996,851 0 0 0

Vesting of stock options

 0 0 0 103,763 103,763 103,763 0

Vesting of restricted stock

 0 0 0 408,315 408,315 408,315 0

Vesting of performance shares

 0 0 0 365,387 498,169 498,169 0

30

TERMINATION PROVISIONS SUMMARY

Thierry Paternot

        
   Voluntary
Resignation		 Involuntary
For Cause		 Involuntary
w/out
Cause or
Voluntary
for Good
Reason
(no CIC)		 Involuntary
w/out
Cause
upon CIC		 Disability Death
(Pre-retirement)		 Retirement

Severance

 0 0 0 0 0 0 0

Pro-rata bonus for year of termination

 0 0 788,386 

788,386

 788,386 788,386 0

SERP/Retirement Plan

 0 0 0 0 0 0 0

Executive benefits & perquisites

 0 0 0 0 0 0 0

Post-termination life insurance

 0 0 0 0 0 0 0

Post-termination health & welfare

 0 0 0 0 0 0 0

Outplacement

 0 0 0 0 0 0 0

280G tax gross up

 0 0 0 0 0 0 0

Vesting of stock options

 0 0 3,500 0 0 0 0

Vesting of restricted stock

 0 0 0 0 0 0 0

Vesting of performance shares

 0 0 0 498,014 498,014 498,014 0

31

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

Footnotes to Termination Provision Summary Tables

The Company’s MICP provides that, upon an occurrence of a change in control, payments will be made on a pro rata basis, assuming performance at target, as discussed above. The Company’s MICP provides that in the case of termination that is involuntary without cause or voluntary for good reason and termination in the event of disability, death or retirement, payments will be made on a pro rata basis based on actual performance.

As discussed above, 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 or death, bonus payments will be made on a pro rata basis assuming performance at target.

Benefits that Messrs. Lundgren, Loree and Archibald 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 at pages 35, 36 and 37 under the heading “Executive Officer Agreements.” Under the terms of his employment agreement, if the Company terminatesMerger RSUs granted to Mr. Lundgren will become immediately and fully vested in the event of his retirement which was defined, for this purpose, as Mr. Lundgren’s agreementtermination of his employment for any reason other than cause, death or disability, or Mr. Lundgren terminates his agreement without good reason,following completion of the Merger.
The standard terms of the Company’s stock option and restricted unit awards provide that those awards will become fully vested upon retirement, as defined in the terms of grant. Retirement for these purposes is defined as achievement of age 55 and 10 years of service with the Company will provideor any affiliate; accordingly, Mr. LundgrenArchibald’s annual bonus would have been paid and his eligible dependents with life, disability, health,the stock option and accident insurance at no additional cost to Mr. Lundgren until the earlier of 24 months from the date of termination or Mr. Lundgren’s employment by a new employer.restricted stock unit awards he received in December 2010 would have become fully vested had he retired on January 1, 2011. Under the terms of the Black & Decker plans pursuant to which they were granted, Mr. Archibald also would vest, pro rata, in the Restricted Stock Awards that were granted to him prior the Merger. Unvested stock options granted prior to the Merger would be cancelled.
Under the terms of the Change in Control Severance Agreements between the Company and Messrs. Lundgren, Loree, McIlnayAllan, Ansell and Davis,Loree, these executives would be entitled to life, disability, health and accident insurance coverage for a period of 3 years (for Messrs. Lundgren and Loree) or 2.5 years (for Messrs. McIlnayAllan and Davis)Ansell) 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 20072010 multiplied by the appropriate period of time.

Due to their age and length of service, Messrs. Davis and McIlnay would be entitled to a lump sum final payment for life insurance upon termination of employment for any reason.

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 $2,000/$5,000 per year as the cost of annual physicals.

The value attributable to the vesting of performance shares has been determined assuming performance at target for terminations following a change in control, consistent with the Awardaward 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. No awards were distributed for the 2008-2010 performance period, as the performance goals were not met. The calculations therefore do not include any value for those awards. It is not possible to project with any accuracy the distributions that would be made for the 2006-2008Working Capital Incentive Program; accordingly, the calculations with respect to distributions upon retirement, death or disability include amounts based on performance at threshold for this Program. Performance exceeded maximum EPS and target ROCE goals established for 2009 and exceeded maximum EPS and threshold ROCE for the 2007-20092010 fiscal year under the 2009-2011 performance periods.program. Performance in 2010 exceeded maximum EPS and target ROCE goals established for 2010 under the 2010-2012 performance program. The calculations with respect to distributions upon retirement, death or disability therefore arefor the 2009-2011 and 2010-2012 performance periods include the amounts that would have been distributed based on the awards that were distributed during the first quarterachievement of 2008these goals when distributions are made for the 2005-2007 performance period andthese programs had retirement, death or disability occurred on January 1, 2011, as well as a pro-rata bonus based on performance at target for the 2006-2008 and the 2007-2009 performance periods.

32

TSR component of these programs.

43


Director Compensation

The Corporate Governance Committee is responsible for recommending compensation programs for our non-employee directors to our Board of Directors. In that connection,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 5pages 9-10 under the heading “Compensation” for a description of the compensation provided to the non-employee directors of the Company.

        
Name  

Fees
Earned
or Paid
in Cash

($)

  

Stock
Awards

($)

  

Option
Awards

($)

  

Non-Equity
Incentive Plan
Compensation

($)

  

Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings

($)

  

All Other
Compensation

($)

  

Total

($)

(a)  (b)  (c)  (d)  (e)  (f)  (g)  (h)

John G. Breen

  85,000  95,063  0  0  0  0  180,063

Stillman B. Brown

  85,000  95,063  0  0  0  0  180,063

Carlos M. Cardoso

  14,835  0  0  0  0  0  14,835

Virgis W. Colbert

  85,000  95,063  0  0  0  0  180,063

Robert B. Coutts

  33,379  0  0  0  0  0  33,379

Emmanuel A. Kampouris

  75,000  95,063  0  0  0  0  170,063

Eileen S. Kraus

  85,000  95,063  0  0  0  0  180,063

Kathryn D. Wriston

  75,000  95,063  0  0  0  0  170,063

Lawrence A. Zimmerman

  75,000  97,636  0  0  0  0  172,636

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

Footnote to ColumnsColumn (c) and (d) of Director Compensation Table:

The amountsamount set forth in column (c) and (d) reflectreflects the grant date fair value of 1,791 restricted share-based grants, which must be settled in cash, with dividend equivalent rights that were granted to each director on April 20, 2010. The dollar amount associated with all outstanding restricted stock unit and stock option awards recognized for financial statement reporting purposes for the fiscal year ended December 29, 2007January 1, 2011 in accordance with FAS 123(R). WithFinancial Accounting Standards Board Codification Topic 718—Stock Compensation was $5,509,425. See footnote J of the exceptionCompany’s report on Form 10-K for assumptions used in the valuation of Messrs. Cardosothese awards and Coutts, each director received a grantrelated disclosures.

Footnote to Column (g) of 2,000 restricted share based grants which must be settledDirector Compensation Table:
The amount set forth in cash with dividend equivalent rights on April 25, 2007. The grant date fair valuecolumn (g) reflects the cost to the Company of those awards was $120,300. Messrs. Cardoso and Coutts where not members of our Board ofproviding products to the Directors atunder the time those awards were made.

Directors Product Program.

44

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

   
Name Aggregate Stock-Related Awards
Outstanding (#)		 Aggregate Option Awards
Outstanding (#)

J. G. Breen

 7,500 3,000

S. B. Brown

 7,500 0

C. M. Cardoso

 0 0

V. W. Colbert

 7,500 2,318

R. B. Coutts

 0 0

E. A. Kampouris

 7,500 6,000

E. S. Kraus

 7,500 15,500

K. D. Wriston

 7,500 15,500

L. A. Zimmerman

 4,000 0

33

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

ITEM 2—APPROVAL OF INDEPENDENT AUDITORS

REGISTERED PUBLIC ACCOUNTING FIRM

Independent Auditors

Registered Public Accounting Firm

The second item of business to be considered is the approval of an independent auditorsregistered public accounting firm for the 20082011 fiscal year. Subject to the action of the shareholders at the Annual Meeting, the Board of Directors, on recommendation of the Audit Committee, has appointed Ernst & Young LLP, certified public accountants (Ernst(“Ernst & Young)Young”), as the independent auditorsregistered 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 auditorsregistered public accounting firms so far into the year, the appointment of Ernst & Young would probably be continued for 2008,2011 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 6467 years. Representatives of Ernst & Young will be present at the Annual Meeting with the opportunity to make a statement if they desire to do so and to respond to appropriate questions.

The Board of Directors unanimously recommends a vote FOR approving Ernst & Young LLP as independent auditors registered public accounting firmfor the year 2008.2011.

Fees of Independent Auditors
General.

General.In addition to retaining Ernst & Young to audit the Company’s consolidated financial statements for 2007,2010, the Company retained Ernst & Young and other accounting and consulting firms to provide advisory, auditing and consulting services in 2007.2010. 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. 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. Less than 1%All of the

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fees paid to Ernst & Young under the categories “audit-related,” “tax services,” and “other services” were approved by the Audit Committee after services were rendered pursuant to the de minimis exception established by the Securities and Exchange Commission. All other such services were pre-approved by the Audit Committee. The aggregate fees billed to the Company by Ernst & Young for professional services in 20062009 and 20072010 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 20062009 and 20072010 were $5,549,000$7,447,045 and $6,281,000approximately $11,026,592 respectively.

Audit Related Fees. The aggregate fees billed by Ernst & Young to the Company in 20062009 and 20072010 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 $29,000$0 and $227,000approximately $165,456 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 20062009 and 20072010 for professional services rendered for tax compliance, tax advice and tax planning were $1,730,000$4,098,565 and $2,088,000approximately $6,980,277 respectively. Tax services include domestic and foreign tax compliance and consulting.

All Other Fees. There were noThe aggregate fees billed by Ernst & Young to the Company for services rendered by Ernst & Young, other than for audit services, audit related services and tax services in either 2006 or 2007.2009 and 2010 were $0 and approximately $165,456.

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ITEM 3—SHAREHOLDER PROPOSAL

The following proposal was submitted byADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS

As a shareholdernew matter this year, as required pursuant to Section 14A of the Company. The Company is not responsibleSecurities Exchange Act, we are asking you to vote on an advisory (non-binding) basis on the following resolution at the 2011 Annual Meeting:
RESOLVED, that the Company’s shareholders 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 43 of the Company’s Proxy Statement for the contents2011 Annual Meeting of Shareholders.
This advisory vote, commonly known as a “Say on Pay” vote, gives you the proposal. Shareholdings ofopportunity to express your views about the proposing shareholder,compensation we pay to our named executive officers, as described in this Proxy Statement. You may vote “FOR” or “AGAINST” the resolution or abstain from voting on the resolution.
Before you vote, please review the “Executive Summary” on pages 13-15, as well as its namethe rest of our Compensation Discussion and address, willAnalysis 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 2010 named executive officer pay programs:
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For these reasons, the Board of Directors unanimously recommends that shareholders vote FOR the approval of the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related narratives and descriptions in this Proxy Statement.
The result of the Say on Pay vote will not be binding on the Company or our Board. However, the Compensation Committee will take into account the outcome of the Say on Pay vote when considering named executive compensation arrangements for future years.
ITEM 4—ADVISORY VOTE REGARDING FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED
EXECUTIVE OFFICER COMPENSATION
This year, as required pursuant to takeSection 14A of the necessary stepsSecurities Exchange Act, we also are asking you to eliminatevote on an advisory (non-binding) basis on the classificationfollowing resolution at the 2011 Annual Meeting:
RESOLVED, that the Company’s shareholders recommend, on an advisory basis, that, after the 2011 Annual Meeting of Shareholders, the Company conduct any required shareholder advisory vote on named executive officer compensation every year, every two years, or every three years in accordance with such frequency receiving the greatest number of votes cast for this resolution.
This advisory vote, commonly known as a “Say When on Pay” vote, gives you the opportunity to express your views about how frequently (but at least once every three years) we should conduct a Say on Pay vote. You may vote for Say on Pay votes to be held “EVERY YEAR,” “EVERY TWO YEARS” OR “EVERY THREE YEARS” in response to the resolution or abstain from voting on the resolution.
We believe you should vote for us to conduct Say on Pay votes “EVERY THREE YEARS.” Before you vote, we encourage you to consider the following:
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Based on our consistent track record of effectively monitoring, managing and calibrating our executive compensation programs, shareholders can remain confident that our executive compensation programs will continue to uphold our philosophy, remain aligned with performance, and be targeted at appropriate levels.
For these reasons, the Board of Directors of the Company and to require that all directors stand for election annually. The Board declassification shall be completed in a manner that does not affect the unexpired terms of directors previously elected.

Supporting Statement of Proposing Shareholder

We believe the election of directors is the most powerful way the Company’s shareholders influence the strategic direction of our company. Currently the Board is divided into three classes of three members each. Each class serves staggered three-year terms. Because of this structure, shareholders may only vote on roughly one third of the directors each year.

The staggered term structure of the Company’s Board is not in the best interests of shareholders because it reduces accountability and is an unnecessary anti-takeover device. Shareholders should have the opportunity to vote on the performance of the entire Board of Directors each year. We feel that such annual accountability serves to keep directors closely focused on the performance of top executives and on increasing shareholder value. Annual election of all directors give shareholders the power to either completely replace their board, or replace a majority of directors, if a situation arises which warrants such drastic action.

We do not believe de-staggering the Board of our Company will be destabilizing to our company or impact the continuity of director service. Our directors, like the directors of the overwhelming majority of other public companies, are routinely elected with over 95 percent shareholder approval, although the last two years a significant number of shareholders withheld votes for board members because shareholders requests for annual elections has not been implemented.

There are indications from studies that classified boards and other anti-takeover devices have an adverse impact on shareholder value. A 1991 study by Lilli Gordon of the Gordon Group and John Pound of Harvard University found that companies with restrictive corporate governance structures, including those with classified boards, are “significantly less likely to exhibit outstanding long-term performance relative to their industry peers.”

Statement of Board of Directors Recommending A Vote Against This Shareholder Proposal

The Board of Directors has given careful consideration to the shareholder proposal requiring that all members of the Board be elected annually. The Board takes the views of its shareholders seriously and recognizes that a significant number of shares that were voted supported a similar proposal presented at the Annual Meetings from 2004 through 2007. As a result, in connection with the Board’s consideration of this year’s proposal, management again consulted outside counsel, the Company’s investment bankers, and its proxy solicitors. The Board has determined after careful review that this proposal is not in the best interest of Stanley or our shareholders, and unanimously recommends that youshareholders vote against it.

Classified boards of directors are very common among large public corporations. Accordingfor the Company to the 2006 report by Institutional Shareholder Services, 45%conduct any required shareholder advisory vote on named executive officer compensation every three years.

The results of the companies inSay When on Pay vote will be advisory and will not be binding upon the S&P 500, 63%Company or our Board. However, we will take into account the outcome of the companies inSay When on Pay vote when determining how frequently the S&P MidCap 400,Company will conduct future Say on Pay votes and 59% of the companies in the S&P SmallCap 600 have classified boards. Of the companies in Stanley’s Peer Group, The Black and Decker Corporation, Cooper Industries, Ltd., Danaher Corporation, Illinois Tool Works, Inc., Ingersoll-Rand Company Limited, Masco Corporation, Newell Rubbermaid Inc., Snap-On Incorporated, and The Sherwin-Williams Company, more than half have classified boards of directors.

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Stanley currently has three classes of directors with members serving three-year terms. The directors are grouped into three classes approximately equal in number and serve staggered three-year terms. Thus, each year approximately one-third of the Board is up for election. This method of electing directors was adopted in 1983will disclose our frequency decision as required by the affirmative vote of more than 75% of the outstanding shares of the Company.

The Board believes that the classified board has served the CompanySecurities and its shareholders very well over the last twenty-four years and continues to be in the best interests of the shareholders. It provides continuity and stability of leadership to ensure that the majority of directors will always have prior experience as directors of Stanley. The Board believes that a classified board is best suited to maximize both short and long-term shareholder value. For instance, continuity on the Board is critical to developing, refining and executing our long-term strategic goals. The Board also believes that continuity provides directors with a historical perspective of Stanley’s business and products and enhances its ability to make fundamental decisions that are best for Stanley—decisions on strategic transactions, significant capital commitments, and careful deployment of financial and other resources.

It is also the Board’s opinion that electing directors to three-year terms, rather than one-year terms, enhances the independence of non-management directors. It permits them to act independently and on behalf of shareholders without worrying whether they will be re-nominated by the other members of the Board each year. The freedom to focus on the long-term interests of the Company instead of on the renomination process leads to greater independence and better governance.

In the Board’s estimation, these beliefs are supported by Stanley’s consistent strong performance over both the short-term and the long-term. Several of Stanley’s directors have served for more than one three-year term and, over that time, have gained experience with the Company’s businesses and products and helped to shape and develop its long-term strategic plan. Over the past five fiscal years, for example, Stanley’s net income has grown at an average rate of 13% annually, its stock price has grown approximately 7% and its per share quarterly dividends have increased greater than 19%. Over the past ten fiscal years, net income has grown at an average rate of 19% annually, stock price has been steady and quarterly dividends have increased greater than 55%. The Board believes that its collective experience, familiarity with the Company’s business and products has contributed substantially to this performance.

The Board believes that the classified board structure also enhances the Board’s ability to negotiate the best results for the shareholders in a takeover situation. Absent a classified board, a potential acquirer could gain control of Stanley by replacing a majority of the Board (if not the entire Board) with its own slate of nominees at a single annual meeting by a simple plurality of the votes cast, and without paying any premium to Stanley’s shareholders. With a classified board of directors, potential acquirers are forced to negotiate with the Board since at least two annual meetings would be required to effect a change in control of the Board. Therefore, this structure gives the Board the time and leverage necessary to negotiate on behalf of shareholders, to evaluate the adequacy and fairness of any takeover proposal, and to consider alternative methods of maximizing shareholder value. We believe this negotiating ability is very important to ensure that shareholder value is maximized in the short term.

The proponent of the proposal cites a 1991 study by Lilli Gordon and John Pound to support the assertion that classified boards have an adverse impact on shareholder value. Shareholders should be aware that the testing period for the data included in the study ended in 1989, over nineteen years ago. Shareholders should also be aware that other commentators, including Joseph A. Grundfest, in a Stanford Law Review article entitled “Just Vote No,” Lawrence A. Mitchell, in a Vanderbilt Law Review article entitled “A Critical Look at Corporate Governance,” and Bernard S. Black, in a UCLA Law Review article entitled “The Value of Institutional Investor Monitoring,” have noted that the study does not establish a causal relationship between governance structures, including classified boards, and company performance. Accordingly, the Board believes that shareholders should not rely on the study in determining how to vote on the proposal.

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The Board of Directors does not believe that the benefits of the current classified board are achieved at the cost of a failure of accountability to shareholders. All directors are required by law to uphold their fiduciary responsibility to the Company’s shareholders regardless of their term of office. In addition, the corporate governance requirements under the Sarbanes-Oxley Act of 2002 and the New York Stock Exchange rules increase significantly the Board’s responsibilities to shareholders.

Shareholders should be aware that this item is only a recommendation and would not automatically eliminate the classified Board.

Accordingly, the Board of Directors recommends a vote AGAINST this proposal.

Commission.

VOTING INFORMATION

Only shareholders of record as of February 29, 200825, 2011 are entitled to vote

Stanley

     The Company has only one class of shares outstanding. Only shareholders of record at the close of business on February 29, 2008,25, 2011, as shown in our records, will be entitled to vote, or to grant proxies to vote, at the Annual Meeting. On the record date, 78,281,063167,377,509 shares of common stock, $2.50 par value, were outstanding and entitled to vote. On all matters voted upon at the Annual Meeting and any adjournment or postponement thereof, the holders of the common stock vote together as a single class, with each record holder of common stock entitled to one vote per share.

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

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

Abstentions and broker non-votes will be counted in determining whether a quorum is present.

Vote required for approval

As long as holders representing at least a majority of the outstanding shares of StanleyCompany common stock outstanding as of February 29, 200825, 2011 are present at the Annual Meeting in person or by proxy, the proposal to appoint Ernst & Young LLP as independent auditors for the 2011 fiscal year 2008,will be approved, and the shareholder proposalcompensation of the Company’s named executive officers will be approved on an advisory basis, if the number of votes cast in favor of each such proposal exceeds the number of votes cast against that proposal. The recommendation regarding frequency of future Say on Pay votes shall be that number of years receiving the most votes of the votes cast. Directors will be elected by a plurality of votes cast at the Annual Meeting, provided that a quorum is present.

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.

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

     (1)CALL 1-800-652-8683 from the US or Canada (this call is toll free) to vote by telephone anytime up to 7:00 a.m. ESTEDT on April 23, 2008,19, 2011, and follow the simple instructions provided in the recorded message.

 (2)GO TO THE WEBSITE:www.investorvote.comwww.investorvote.com/swk to vote over the Internet anytime up to 7:00 a.m. ESTEDT on April 23, 2008,19, 2011, and follow the simple instructions provided on that site.

 (3)

COMPLETE, SIGN, DATE AND MAIL your proxy card in the enclosed postage-prepaid envelope. Your proxy card must be received by Computershare Investor Services, LLC, Stanley’sthe Company’s transfer agent,

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prior to the commencement of the Annual Meeting at 9:30 a.m. EST,EDT, on April 23, 2008,19, 2011, 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 (401(k)) Plan

Plan)

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

     (1)CALL 1-800-652-8683 from the US or Canada (this call is toll free) to vote by telephone anytime up to 7:00 a.m. ESTEDT on April 21, 2008,15, 2011, and follow the simple instructions provided in the recorded message.

 (2)GO TO THE WEBSITE: www.investorvote.comwww.investorvote.com/swk to vote over the Internet anytime up to 7:00 a.m. ESTEDT on April 21, 2008,15, 2011, and follow the simple instructions provided on that site.

 (3)MARK,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, Stanley’sthe Company’s transfer agent, no later than 7:00 a.m. ESTEDT on April 21, 2008,15, 2011, 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. If you are voting by telephone or by the Internet, please do not return your instruction card. In addition, since 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 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 otherparticipants 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. These voting provisions areVoting of the 401(k) Plan shares by the trustee is subject to applicable law,federal pension laws, which requiresrequire the trustee to act as a fiduciary for 401(k) Plan participants.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 has shares of common stock credited to his or her account and you also ownsown other shares of common stock he or sheoutside of your 401(k) Plan account, you should receive separate proxy cardsa voting card for shares credited to his or heryour account in the 401(k) Plan, a separate proxy card if you are a record holder of additional shares of Company common stock, and anya voting instruction card if you hold additional shares of Company common stock through a broker, bank or other nominee. You must vote shares that heyou hold as a shareholder of record, shares that you hold through a broker, bank or she owns. All suchother nominee, and shares that are allocated to your 401(k) Plan account separately in accordance with each of the proxy cards should be completed, signed and returnedvoting instruction cards you receive with respect to the transfer agentyour shares of Company common stock in order to register voting instructions forensure that all of your shares owned by him or her or held for his or her benefitare voted in the 401(k) Plan.

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accordance with your wishes.

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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:

19, 2011.

  • Second, you may complete and submit a new later-dated proxy by any of the three methods described above under “Voting your shares registered in your name or held in ‘street name.’” The latest dated proxy actually received by Stanleythe Company in accordance with the instructions for voting set forth in this proxy statementProxy Statement prior tothe Annual Meeting will be the one that is counted, and all earlier proxies will be revoked.


  • Third, you may attend the Annual Meeting and vote in person. Simply attending the meeting, however, will not revoke your proxy. You must vote in person at the meeting to revoke your proxy.

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

    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:


  • Second, you may submit new voting instructions under any one of the three methods described above under “Voting your shares held in the Stanley Black & Decker Retirement Account Value (401(k)) Plan.” The latest dated instructions actually received by Citibank,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,Proxy Statement, will be the ones that are counted, and all earlier instructions will be revoked.

    • How proxies are counted

    Shares of the common stock represented by proxies received by the Company (whether through the return of the enclosed proxy card, telephone or over the Internet), where the shareholder has specified his or her choice with respect to the proposals described in this Proxy Statement (including the election of directors), will be voted in accordance with the specification(s) so made. If your proxy is properly executed but does not contain voting instructions, or if you vote via telephone or the Internet without indicating how you want to vote with respect to any item, your shares will be voted “FOR” the election of all nominees for the Board of Directors, “FOR” the ratification of the appointment of Ernst & Young LLP as auditors of the Company’s financial statements for the 2011 fiscal year, ending December 29, 2008, and “AGAINST”“FOR” the shareholder proposal urging the Board of Directors to take the necessary steps to require that all membersapproval, on an advisory basis, of the Boardcompensation of Directors be elected annually.

    named executive officers, and “FOR” the recommendation, on an advisory basis, that advisory votes on named executive compensation occur once every three years.

    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.

    39

    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 election of directors and 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 shareholder proposals set forth in Item 3,election of directors, the “say on pay” advisory vote, and the “say when on pay” advisory vote, brokers and other nominee entities may not vote on such matters unless they have received voting instructions
    50

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

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

    If you hold shares in the Company through the Stanley Black & Decker Retirement Account Plan (formerly the Stanley Account Value (401(k)) Plan,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 otherparticipants 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. These voting provisions areVoting of the 401(k) Plan shares by the trustee is subject to applicable law,federal pension laws, which requiresrequire the trustee to act as a fiduciary for 401(k) Plan participants.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 under the heading “Voting your shares held in the Stanley Account Value (401(k)) Plan.”above.

    Confidential voting

    It is Stanley’s policy that all

         All proxies, ballots and tabulations of shareholders who check the box indicated for confidential votingwill 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. You do not need to request confidential treatment in order to maintain the confidentiality of your vote.

    Solicitation of Proxies

    Your proxy is solicited on behalf of the Board of Directors. The Company will pay all of the expenses of the solicitation. In addition to the mailing of the proxy material, such solicitation may be made in person or by telephone by directors, officers and employees of the Company, who will receive no additional compensation therefore. Stanleytherefor. The Company has retained D.F. King & Co. to aid in the solicitation of proxies; Stanleythe Company expects the additional expense of D.F. King’s assistance to be approximately $11,500.00. Stanley$12,000. The Company also will make arrangements with brokerage houses and other custodians, nominees and fiduciaries to send proxy materials to beneficial owners. StanleyThe Company will, upon request, reimburse these institutions for their reasonable expenses in sending proxies and proxy material to beneficial owners. A copy of the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission for its latest fiscal year is available without charge to

    40

    shareholders at the Company’s website atwww.stanleyworks.comwww.stanleyblackanddecker.com or upon written request to The Stanley Works,Black & Decker, Inc., 1000 Stanley Drive, New Britain, Connecticut 06053, Attention: Investor Relations.

    Shareholder proposals for the 20092012 Annual Meeting

    Shareholder proposals, submitted pursuant to Rule 14a-8 of the Exchange Act, intended to be presented at the Company’s 20092012 Annual Meeting must be received by the Secretary not later than November 25, 200812, 2011 for inclusion in the proxy statementProxy Statement and form of proxy relating to such meeting. A shareholder who otherwise intends to present business at the Company’s 20092012 Annual Meeting must comply with the Company’s bylaws,By-Laws, 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 statementProxy Statement was first mailed relating to the immediately preceding Annual Meeting of shareholders.Shareholders. Thus, a notice of a shareholder proposal for the 20092012 Annual Meeting, submitted other than pursuant to Rule 14a-8, will not be timely if received by the Secretary before November 25, 200812, 2011 or after December 26, 2008.

    12, 2011.

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    Section 16(a) Beneficial Ownership Reporting Compliance

    Through inadvertence, the transfer of 13,687 shares from Donald R. McIlnay to a related trust in April 2007 wasfollowing actions were reported approximately 6 days late on May 1, 2007. Through inadvertence, the sale of 10,021 shares by Mark J. Mathieu was reported approximately 13 days late on May 9, 2007. Through inadvertence,late: the exercise of options to purchase 10,122acquire 6,250 shares and the contemporaneous sale of those shares by Jeffery D. Ansell; the disposition of 32,188 shares, which were withheld to cover taxes upon vesting of a restricted stock award, by Nolan D. Archibald; the exercise of options to acquire 4,792 shares, the contemporaneous sale of those shares, and the transfer of 3,322 shares held in the Stanley stock fund under the Company’s Account Value (401(k)) Plan and 5,170 shares held in the Stanley stock fund under the Company’s Supplemental Account Value plan to other investment vehicles within those Plans by Bruce H. Beatt; the sale of 15,000 shares by Anthony Luiso; and the acquisition of 106 shares and the sale of those underlying47 shares by Jeffrey D. Ansell on November 14, 2006 was reported 6 months late on May 4, 2007.

    William S. Taylor.

    Questions
    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) 659-6590735-3107 or write to them at 48 Wall Street, New York, New York, 10005, or write to us at Office of theCorporate Secretary, 1000 Stanley Drive, New Britain, Connecticut 06053.

    For the Board of Directors

    BRUCE H. BEATT

    Secretary

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    For the Board of Directors
    BRUCE H. BEATT
    Secretary

    52


    Directions to the Annual Meeting of Shareholders of The Stanley Works

    THE Black & Decker, Inc.

    STANLEY CENTER FOR LEARNING AND INNOVATION

    BLACK & DECKER UNIVERSITY, NEW BRITAIN, CT
    1000 Stanley Drive


    New Britain, Connecticut 06053

    FROM NEW YORK STATE, DANBURY,
    WATERBURY VIA I-84 EAST:
    FROM MASSACHUSETTS OR BRADLEY
    AIRPORT VIA I-91 SOUTH TO I-84 WEST:




    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 The Stanley Works.

    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 The Stanley Works.

    IMPORTANT ANNUAL MEETING INFORMATION

    LOGO

    42

    LOGO



















                You can vote by Internet or telephone!

                Available 24 hours a day, 7 days a week!

                Validation details in title bar below.

    Using ablack ink pen, mark your votes with anXas shown in


    this example. Please do not write outside the designated areas.

    		     x


    Electronic Voting Instructions
    You can vote by Internet or telephone!
    Available 24 hours a day, 7 days a week!
    Instead of mailing your proxy, you may choose one of the two voting
    methods outlined below to vote your proxy.
    VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
    Proxies submitted by the Internet or telephone must be received by
    7:00 a.m., Eastern Daylight Time, on April 19, 2011.
     

    Vote by Internet
    • Log on to the Internet and go to
      www.investorvote.com/SWK
    • Follow the steps outlined on the secured website.

    Vote by telephone
    • Call toll free 1-800-652-VOTE (8683) within the USA,
      US territories & Canada any time on a touch tone
      telephone. There is NO CHARGE to you for the call.
    • Follow the instructions provided by the recorded message.

    Annual Meeting 401(k) Proxy Card

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

    A Proposals — The Board of Directors recommends a voteFOR all the nominees listed, FOR Proposal 2, andAGAINST Proposal 3.

    I hereby instruct Citibank, N.A., as trustee of the Stanley Account Value (401(k)) Plan, to vote the shares allocated to my account under that Plan as follows:

    AProposals — The Board recommends a vote FOR all nominees, FOR Proposals 2, 3 and every 3 YRS for Proposal 4.

    1. Election of Directors    Directors: 
    For  Withhold  For  WithholdFor  Withhold
    01 - Carlos M. Cardoso¨¨    02 - Robert B. Coutts¨¨    03 - Marianne Miller Parrs¨¨

    For  

    Against  

    		Abstain  For Withhold  Against For  Withhold
    01 - GEORGE W. BUCKLEYoo Abstain02 - CARLOS M. CARDOSOoo03 - ROBERT B. COUTTSoo

    		04 - MANUEL A. FERNANDEZoo05 - MARIANNE M. PARRSoo

     For  Against  Abstain  For  Against  Abstain 
    2. To approve Ernst & Young LLP as the Company’s independent auditors for the year 2008.

    2011 fiscal year.
    		 

    ¨  

    o    		o

    ¨  

    		¨

    3. To vote on a shareholder proposal urging the Board of Directors to take the necessary steps to require that all members of the Board of Directors be elected annually.

    o    		  ¨3. To approve, on an advisory basis, the compensation of the Company’s named executive officers.ooo
    1 Yr 2 Yrs 3 Yrs  Abstain  ¨ ¨
    Confidentiality-your instructions to the trustee on how to vote the shares allocated to you under the (401(k)) Plan will be kept confidential. 
    4. To recommend, on an advisory basis, the frequency with which the Company should conduct future shareholder advisory votes on named executive officer compensation.oooo   

    B Non-Voting Items

    Change of Address— Please print your new address below.

     
     

    C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign

    Please sign exactly as name(s) appears hereon. Joint owners must each sign. When signing as attorney, executor, administrator, trustee, guardian, or custodian, please give full title. If signer is a partnership, please sign in partnership name by authorized person. If signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such.

    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.
    Date (mm/dd/yyyy) –— Please print date below.

    		 

    Signature 1 -— Please keep signature within the box

    box.    		 

    Signature 2 -— Please keep signature within the box

    box.

    /          /    		  

                  

           




    Electronic Voting Instructions

    Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.

    VALIDATION DETAILS ARE LOCATED IN THE TITLE BAR IN THE FRONT OF THIS PROXY CARD.

    Proxies submitted by the Internet or telephone must be received by 7:00 a.m., Eastern Time, on April 21, 2008.

    Vote by Internet

    Log on to the Internet and go towww.investorvote.com

    Follow the steps outlined on the secured website.

    Vote by telephone

    Call toll free 1-800-652-VOTE (8683) within the United States, Canada & Puerto Rico any time on a touch tone telephone. There is NO CHARGE to you for the call.

    Follow the instructions provided by the recorded message.

    If you vote by telephone or the Internet, please doNOT mail back this proxy card.

    Proxies submitted by mail must be received by 7:00 a.m., Eastern Time, on April 21, 2008.

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

    LOGO

     

    Proxy – — Stanley Black & Decker, Inc.
    Proxy for Annual Meeting of Shareholders
    April 19, 2011
    Solicited on behalf of the Board of Directors
    The shareholder(s) of Stanley Works

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



    IMPORTANT ANNUAL MEETING INFORMATION


















    Using a black ink pen, mark your votes with an X as shown in
    this example. Please do not write outside the designated areas.    		x


    Electronic Voting Instructions
    You can vote by Internet or telephone!
    Available 24 hours a day, 7 days a week!
    Instead of mailing your proxy, you may choose one of the two voting
    methods outlined below to vote your proxy.
    VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
    Proxies submitted by the Internet or telephone must be received by
    7:00 a.m., Eastern Daylight Time, on April 15, 2011.
    Vote by Internet
    • Log on to the Internet and go to
      www.investorvote.com/SWK
    • Follow the steps outlined on the secured website.
    Vote by telephone
    • Call toll free 1-800-652-VOTE (8683) within the USA,
      US territories & Canada any time on a touch tone
      telephone. There is NO CHARGE to you for the call.
    • Follow the instructions provided by the recorded message.

    Annual Meeting Proxy Card
    IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
    Confidentiality: your instructions to the trustee on how to vote the shares allocated to you under the Stanley Black & Decker Retirement Account Plan will be kept confidential.
    I hereby instruct Wells Fargo Bank, N.A., as trustee of the Stanley Black & Decker Retirement Account Plan, to vote the shares allocated to my account under that Plan as follows:
    AProposals — The Board recommends a vote FOR all nominees, FOR Proposals 2, 3 and every 3 YRS for Proposal 4.
    1. Election of Directors: For  Withhold For  Withhold For  Withhold
    01 - GEORGE W. BUCKLEYoo02 - CARLOS M. CARDOSOoo03 - ROBERT B. COUTTSoo
    04 - MANUEL A. FERNANDEZoo05 - MARIANNE M. PARRSoo

     For  Against  Abstain  For  Against  Abstain 
    2. To approve Ernst & Young LLP as the Company’s independent auditors for the 2011 fiscal year.
    		ooo3. To approve, on an advisory basis, the compensation of the Company’s named executive officers.ooo
    1 Yr 2 Yrs 3 Yrs  Abstain 
    4. To recommend, on an advisory basis, the frequency with which the Company should conduct future shareholder advisory votes on named executive officer compensation.oooo
    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.
    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 YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

    Proxy — Stanley Black & Decker, Inc.
    Proxy forFor Annual Meeting of Shareholders

    April 23, 2008

    19, 2011

    Solicited on behalf of the Board of Directors

    This constitutes your instruction to Citibank,Wells Fargo Bank N.A. as trusteeTrustee under the Stanley Black & Decker Retirement Account Value (401(k)) Plan to vote all shares of common stock of The Stanley WorksBlack & Decker, Inc., held in the plan for which you may give voting instructions at the annual meeting of shareholders to be held at The Stanley Center for LearningBlack & Innovation,Decker University, 1000 Stanley Drive, New Britain, Connecticut 06053 on April 23, 200819, 2011 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, ITTHIS PROXY WILL BE VOTED BY THE TRUSTEE OF THE STANLEY BLACK & DECKER RETIREMENT ACCOUNT VALUE (401(k)) PLAN IN PROPORTION TO ALLOCATED SHARES IN SUCH PLAN FOR WHICH INSTRUCTIONS ARE RECEIVED, SUBJECT TO APPLICABLE LAW.ACCORDANCE WITH CERTAIN PROCEDURES. SEE “VOTING INFORMATION-VOTINGVOTING INFORMATION — VOTING YOUR SHARES HELD IN THE STANLEY BLACK & DECKER RETIREMENT ACCOUNT VALUE (401(k)) PLAN”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 23, 2008:19, 2011: THIS PROXY CARD TOGETHER WITH THE PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE FREE OF CHARGE BY CLICKING ON “SEC FILINGS” UNDER THE INVESTOR SECTION OF THE COMPANY’S WEBSITE (www.stanleyworks.comwww.stanleyblackanddecker.com).

    LOGO

                You can vote by Internet or telephone!

                Available 24 hours a day, 7 days a week!

                Validation details in title bar below.

    Using ablack ink pen, 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 INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

    A Proposals — The Board of Directors recommends a voteFOR all the nominees listed, FOR Proposal 2, andAGAINST Proposal 3.

    1. Election of Directors    
    For  WithholdFor  WithholdFor  Withhold
    01 - Carlos M. Cardoso¨¨    02 - Robert B. Coutts¨¨    03 - Marianne Miller Parrs¨¨

    For  

    Against  

    		Abstain    ForAgainstAbstain

    2. To approve Ernst & Young LLP as independent auditors for the year 2008.

    ¨  

    ¨  

    		¨

    3. To vote on a shareholder proposal urging the Board of Directors to take the necessary steps to require that all members of the Board of Directors be elected annually.

    		    ¨¨¨

    B Non-Voting

    (Items

    Change of Address— Please print your new address below.

    Confidential Voting-

    Mark box at right if

    you wish this vote to

    remain confidential.

    ¨

    C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign

    Please sign exactly as name(s) appears hereon. Joint owners must each sign. When signing as attorney, executor, administrator, trustee, guardian, or custodian, please give full title. If signer is a partnership, please sign in partnership name by authorized person. If signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such.

    Date (mm/dd/yyyy) – Please print date below.

    Signature 1 - Please keep signature within the box

    Signature 2 - Please keep signature within the box

    Electronic Voting Instructions

    Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.

    VALIDATION DETAILS ARE LOCATED IN THE TITLE BAR IN THE FRONT OF THIS PROXY CARD.

    Proxies submitted by the Internet or telephone must be received by 7:00 a.m., Eastern Time,voted appear on April 23, 2008.

    Vote by Internet

    reverse side.)

    Log on to the Internet and go towww.investorvote.com

    Follow the steps outlined on the secured website.

    Vote by telephone

    Call toll free 1-800-652-VOTE (8683) within the United States, Canada & Puerto Rico any time on a touch tone telephone. There is NO CHARGE to you for the call.

    Follow the instructions provided by the recorded message.

    If you vote by telephone or the Internet, please doNOT mail back this proxy card.

    Proxies submitted by mail must be received by 9:30 a.m., Eastern Time, on April 23, 2008.

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

    LOGO

      Proxy – The Stanley Works

    Proxy for Annual Meeting of Shareholders

    April 23, 2008

    Solicited on behalf of the Board of Directors

    The shareholder(s) of The Stanley Works appoint(s) John G. Breen, Eileen S. Kraus, and John F. Lundgren or any of them, proxies, each with full power of substitution, to vote all shares of common stock of The Stanley Works held of record in the name(s) of the undersigned at the annual meeting of shareholders to be held at The Stanley Center for Learning & Innovation, 1000 Stanley Drive, New Britain, Connecticut 06053 on April 23, 2008 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 and 2 AND AGAINST ITEM 3 LISTED ON THE REVERSE SIDE, AND IN THE DISCRETION OF THE PROXIES ON OTHER MATTERS AS MAY COME BEFORE THE MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.

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

    IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 23, 2008: 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.stanleyworks.com).