UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

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Exchange Act of 1934 (Amendment No. )

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	Stanley Black & Decker, Inc.
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STANLEY BLACK & DECKER, INC.

March ~~9, 2018~~6, 2019

Dear Fellow Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of Stanley Black & Decker, Inc. (“Stanley Black & Decker” or the “Company”) to be held at 9:30 a.m. on April ~~19, 2018,~~17, 2019, at the John F. Lundgren Center for Learning and Development, 1000 Stanley Drive, New Britain, Connecticut 06053 (see directions at the end of this document).

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

~~The Board appreciates~~In our 2018 letter to our shareholders, which is included in our Annual Report, we describe our vision and ~~encourages~~purpose, strategic initiatives and our financial performance. We are committed to providing our shareholders with long-term value, and we hope that you will find the letter informative. I would like to personally thank you for your continued investment in our Company.

We appreciate and encourage your participation. Whether or not you plan to attend the meeting, ityour vote is important to us and we hope that your shares will be represented.PLEASE REGISTER YOUR VOTE BY TELEPHONE OR ON THE INTERNET, OR RETURN A PROPERLY COMPLETED PROXY CARD, AT YOUR EARLIEST CONVENIENCE.

	Very truly yours,


	James M. Loree
	President and Chief Executive Officer

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Letter to Shareholders
from the Chairman of our Board

Dear Fellow Shareholder:

Thank you for your investment in Stanley Black & Decker, Inc. In advance of our 2019 Annual Meeting, I wanted to share with you some highlights of the Board’s work during the past year.

Oversight of Company Strategy and Risk

My fellow directors and I believe that one of our most important responsibilities is providing independent oversight of the Company’s short- and long-term business strategy, and at nearly every Board meeting, we discuss progress on management’s execution of the strategy and our commitment to our 22/22 Vision. To assist in our review of the Company’s strategy to achieve long-term value creation, we recently devoted our October 2018 meeting to engaging with senior management and high potential leaders regarding their strategic plans for the next three years. We also pay close attention to enterprise risks, including risks related to culture, human capital and conduct, and oversee the calibration of those risks to maximize the long-term interests of the Company.

Board Composition and Diversity

The Board is collaborative and represents a variety of experiences and viewpoints, enabling us to have informed, frank and objective discussions. Through the Board’s annual self-evaluation process, we pay careful attention to Board composition in order to ensure that we have the right mix of skills, experience and perspectives to oversee the rapidly changing business dynamics and environment in which the Company operates. Over the last three years, we have added three independent directors who are leaders in their fields, balancing their fresh perspectives with the deep institutional knowledge of our more tenured directors. Most recently, in July 2018, we welcomed Dmitri Stockton to the Board. Mr. Stockton is the former Chairman, President and Chief Executive Officer of GE Asset Management. This year, Robert Ryan and Marianne Parrs are retiring from the Board and will not be seeking re-election. We thank them for their significant contributions and many years of service to the Board and our shareholders.

The Board has also focused on refreshing its Committee leadership and has elected Andrea Ayers as the Chair of the Compensation and Talent Development Committee; Patrick Campbell as Chair of the Audit Committee; and Michael Hankin as Chair of the Finance and Pension Committee.

The Board is committed to diversity and inclusion on the Board and throughout the Company. In July 2018, the Board amended the charter of the Corporate Governance Committee to formally confirm our commitment to considering diversity in the process of identifying director candidates.

Corporate Social Responsibility

The Board is directly involved in the oversight of the Company’s corporate social responsibility initiatives. To formalize this oversight role, in July 2018, the Board amended the charter of the Corporate Governance Committee to include responsibility for reviewing the Company’s policies, objectives and practices regarding environmental management, sustainability and corporate social responsibility. The Company has enhanced its communications and disclosures regarding these efforts so that shareholders can better understand how the Company’s corporate social responsibility strategy is integrally tied to business strategy and long-term value creation.

Corporate Governance

The Board understands its responsibility for good governance and strives to make governance changes that align with evolving best practices. For example, in July 2018, we voted to amend the Company’s Bylaws to proactively adopt proxy access, which enables eligible shareholders to nominate candidates for our Board to be included in our proxy statement.

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Shareholder Engagement

Because accountability to shareholders is critical to our success, we have developed a broad engagement process to gather year-round feedback and insight from our shareholders. During 2018, we reached out to shareholders representing approximately 43% of our shares outstanding and engaged on topics including board composition and structure, risk management, sustainability, innovation and strategy, as well as our executive compensation program. The Board has incorporated valuable insights from this engagement into its deliberations, and we look forward to continuing our dialogue with our shareholders.

My fellow directors and I value your ongoing support of the Company and thank you for the confidence you have placed in us.

	Sincerely,

	George W. Buckley
	Chairman

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TABLE OF CONTENTS

		Page
OUR 2018 HIGHLIGHTS		i
2019 Proxy Summary		vi
GENERAL INFORMATION		1
ITEM 1—ELECTION OF DIRECTORS		1
Information Concerning Nominees for Election as Directors		2
BOARD OF DIRECTORS		6
Nomination Process		6
Shareholder Nomination Process		6
Proxy Access		7
Qualifications of Directors and Nominees		7
Director Tenure and Age and Board Refreshment		9
CORPORATE GOVERNANCE		9
Board Leadership Structure		9
Stock Ownership Policy for Non-Employee Directors and Executive Officers		9
Meetings		10
Director Independence		10
Executive Sessions and Communications with the Board		13
Code of Business Ethics		13
Director Continuing Education		13
RISK OVERSIGHT		13
RELATED PARTY TRANSACTIONS		13
CORPORATE SOCIAL RESPONSIBILITY STRATEGY AND GOALS		14
DIRECTOR COMPENSATION		14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS		16
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS		17
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		17
AUDIT COMMITTEE REPORT		17
COMPENSATION AND TALENT DEVELOPMENT COMMITTEE REPORT		18
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		18
COMPENSATION DISCUSSION & ANALYSIS		19
EXECUTIVE SUMMARY		19
HOW WE DETERMINE EXECUTIVE COMPENSATION		23
DISCUSSION OF OUR 2018 EXECUTIVE COMPENSATION PROGRAM		26
OTHER COMPENSATION POLICIES & CONSIDERATIONS		34
2018 EXECUTIVE COMPENSATION		37
SUMMARY COMPENSATION TABLE		37
GRANTS OF PLAN-BASED AWARDS TABLE – 2018 GRANTS		40
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END		42
OPTION EXERCISES AND STOCK VESTED DURING 2018 FISCAL YEAR		45
PENSION BENEFITS		46
NON-QUALIFIED DEFINED CONTRIBUTION AND DEFERRED COMPENSATION PLANS		47
EXECUTIVE OFFICER AGREEMENTS		48
TERMINATION AND CHANGE IN CONTROL PROVISIONS		49
CEO PAY RATIO		58
ITEM 2—ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS		59
ITEM 3—APPROVAL OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM		60
ITEM 4—APPROVAL OF GLOBAL OMNIBUS EMPLOYEE STOCK PURCHASE PLAN		61
VOTING INFORMATION		67
APPENDIX A - RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED DILUTED EARNINGS PER SHARE (EPS)		72
EXHIBIT A - STANLEY BLACK & DECKER, INC. GLOBAL OMNIBUS EMPLOYEE STOCK PURCHASE PLAN		73

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OUR 2018 HIGHLIGHTS

WHO WE ARE AND HOW WE OPERATE

Stanley Black & Decker, an S&P 500 company, was founded over 175 years ago, and is a diversified global provider of hand tools, power tools and related accessories, engineered fastening systems and products, services and equipment for oil & gas and infrastructure applications, commercial electronic security and monitoring systems, healthcare solutions, and mechanical access solutions (primarily automatic doors). We are the worldwide leader in tools and storage. We work every day to create the tools that help build and maintain the world. The Company continues to execute a growth and acquisition strategy that involves industry, geographic and customer diversification to foster sustainable revenue, earnings and cash flow growth. The Company remains focused on organic growth, including increasing its presence in emerging markets, and leveraging the STANLEY Fulfillment System (“SFS 2.0”), which focuses on digital excellence, commercial excellence, breakthrough innovation, core SFS operating principles, and functional transformation. In addition, the Company continues to make strides towards achieving its 22/22 Vision of reaching $22 billion in revenue by 2022 while expanding the margin rate, by becoming known as one of the world’s leading innovators, delivering top-quartile financial performance and elevating its commitment to social responsibility.

SFS 2.0 is our operating system and engine for continuous improvement, helping our people drive operational excellence across the business. SFS 2.0 brings a next-generation focus on driving breakthrough innovation, digital excellence, commercial excellence and functional transformation, seeking step-change impact in how we perform as a leading global industrial company.

SFS 2.0: The Evolution of Excellence

OUR VALUE CREATION MODEL

WORLD CLASS BRANDED FRANCHISES WITH SUSTAINABLE STRATEGIC
CHARACTERISTICS THAT CREATE EXCEPTIONAL SHAREHOLDER VALUE

**	7%-9% excluding acquisitions \| Excludes M&A related charges

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KEY BUSINESS PERFORMANCE HIGHLIGHTS

During 2018, we continued to make significant progress against our strategic priorities:

●	Total revenue was $14.0 billion, up 8% versus the prior year, with 5% organic growth.*
●	The Company’s GAAP diluted EPS was $3.99 compared to $8.05 in 2017. Both periods included acquisition-related and other charges and 2017 included a gain from the divestiture of the majority of the mechanical security business. Excluding these amounts, adjusted diluted EPS was $8.15 in 2018 versus $7.46 in 2017. Despite absorbing approximately $370 million in external headwinds from commodity inflation, foreign currency and new tariffs, the Company was able to achieve adjusted diluted EPS growth of 9% versus the prior year.**
●	Other key long-term performance highlights include:

●	3-year total revenue Compound Annual Growth Rate (“CAGR”) of 7%
●	3-year adjusted diluted EPS CAGR of 11%
●	3-year average organic growth* of +5%
●	142 years of consecutive dividend payments
●	Approximately 50% of capital deployed to shareholders and 50% to M&A activity over the long term

*	Organic growth is defined as total sales growth less the sales of companies acquired and divested in the past 12 months and foreign currency impacts.

**	See Appendix A for a reconciliation of GAAP diluted EPS to adjusted diluted EPS.

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POSITIVE PERFORMANCE RESULTS OVER THE LAST THREE YEARS

*	See Appendix A for a reconciliation of GAAP diluted EPS to adjusted diluted EPS.

BOARD SKILLS AND QUALIFICATIONS

The Board is committed to diversity and inclusion on the Board and throughout the Company. Most recently, in July 2018, the Board amended the charter of the Corporate Governance Committee to formally confirm its commitment to the consideration of diversity in the process of identifying director candidates. Our Corporate Governance Committee gives serious consideration to the diverse characteristics of our board members and board nominees, and the pool from which we select board nominees, which characteristics may include gender, race, nationality, age, geographic origin and personal, educational and professional experience and skills.

iii

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CORPORATE GOVERNANCE HIGHLIGHTS

The Corporate Governance Committee and the Board of Directors review the Board of Director’s Governance Guidelines for possible revision at least once each year, and otherwise consider whether the Company’s policies and procedures should be modified to reflect changes in governance best practices or regulatory updates. The Company’s governance policies include the following best practices:

●Annual election of directors

●Independent Board, other than our Chief Executive Officer

●Appointment of Independent Chairman

●Shareholder-approved director fee cap

●Proactive adoption of proxy access, allowing eligible long-term shareholders holding 3% or more of our outstanding shares of common stock to include nominations for directors in the Company’s Proxy Statement

●Mandatory director resignation for failure to receive majority vote in uncontested director elections.

●Meeting of independent directors in executive session at every board meeting

●Policy against hedging or pledging of Company stock applicable to all directors and executive officers

●Recoupment (“clawback”) policy relating to unearned equity and cash incentive compensation of all executive officers

●No shareholder rights (“poison pill”) plan

●Robust stock ownership guidelines for directors and executive officers

●Annual Board and committee self-assessments

●Annual shareholder ratification of independent auditors

●No excise tax gross-ups under change in control agreements with executive officers

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SHAREHOLDER ENGAGEMENT EFFORTS

We place a high priority on regular, year-round proactive engagement with our shareholders to better understand their perspectives about our Company and the market generally. During 2018, we reached out to shareholders representing approximately 43% of our shares outstanding to engage with us on a broad range of corporate governance matters including board composition and structure, risk management, sustainability, innovation and strategy, as well as our executive compensation program.

The feedback we received from shareholders was evaluated by management and shared with the Board and the input we received has enabled us to better understand our shareholders’ priorities and evaluate and improve our governance practices. We continually incorporate shareholder feedback into the review of our governance practices and we have clarified certain disclosures relating to our compensation program, among other matters, as a result of our engagement process. As reflected by the track record of our Say on Pay vote over the past three years, shareholders are generally supportive of our executive compensation programs. In addition, in connection with entering into new change in control agreements with certain named executive officers (“NEOs”) during December 2018, the Compensation Committee made the decision to completely eliminate all excise tax gross-ups from current change in control agreements with executive officers. We are committed to maintaining an open dialogue with our shareholders and a robust engagement program.

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2019 Proxy Summary

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

Annual Meeting of Shareholders

	Time and Date:		9:30 a.m., April ~~19, 2018~~17, 2019

	Place:		John F. Lundgren Center for Learning and Development
			1000 Stanley Drive
			New Britain, Connecticut 06053

	Record Date:		February ~~16, 2018~~15, 2019

	Voting:		Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on.

Meeting Agenda

●	Election of directors
●	Approve ~~2018 Omnibus Award Plan~~
●	~~Approve~~ compensation of named executive officers on an advisory basis
●	Approve selection of Ernst & Young LLP as the registered independent public accounting firm for fiscal ~~2018~~2019
●	Approve the Company’s Global Omnibus Employee Stock Purchase Plan (“ESPP”)
●	Transact other business that may properly come before the meeting or any adjournment or postponement thereof

Voting Matters and Vote Recommendation

Proposal No.

Matter

Board Vote Recommendation

Page Reference
(for more detail)

Matter

Board Vote Recommendation

Page Reference
(for more detail)

Election of Directors

FOR EACH NOMINEE

Election of Directors

FOR EACH NOMINEE

Approve 2018 Omnibus Award Plan

FOR

Approve Compensation of Named Executive Officers on an Advisory Basis

FOR

Approve Compensation of Named Executive Officers on an Advisory Basis

FOR

Approve Ernst & Young LLP as the Registered Independent Public Accounting Firm for Fiscal 2019

FOR

Approve Ernst & Young LLP as the Registered Independent Public Accounting Firm for Fiscal 2018

FOR

Approve the Company’s Global Omnibus ESPP

FOR

~~(i)~~vi

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Board Nominees

The following table provides summary information about each director nominee (please see “Item 1—Election of Directors” for more information). Under the Company’s Bylaws, ~~because~~and in accordance with the opt-in provisions of the Connecticut Business Corporation Act, a director who receives more “against” than “for” votes in an uncontested election of directors atwill have his or her term as a director end without any further action by the ~~2018 Annual Meeting is uncontested, if a nominee receives more votes “against” than “for” election, the term of that director will end on the earlier of (1)~~Board ninety (90) days ~~from the date on which~~after the voting results are determined or ~~(2) the date on which~~earlier, if the Board selects ana qualified individual to fill the ~~office held by such director (please see “Voting Information, Vote required for approval” for more information).~~director’s seat. Each director nominee is currently serving as a director and attended at least 75% of all regularly scheduled and special meetings of the Board and the committees on which he or she served during the director nominee’s tenure.

				Committee Memberships								Committee Memberships
Name	Age	Director Since	Occupation	Exec.	Audit	Corporate Governance	Finance & Pension	Comp. & Talent Dev.	Age	Director Since	Occupation	Exec.	Audit	Corporate Governance	Finance & Pension	Comp. & Talent Dev.
Andrea J. Ayers	54	2014	President and Chief Executive Officer, Convergys Corporation						55	2014	Former President and Chief Executive Officer, Convergys Corporation					C
George W. Buckley, Chairman	71	2010	Retired Chairman, President and Chief Executive Officer, 3M Company	C					72	2010	Retired Chairman, President and Chief Executive Officer, 3M Company	C
Patrick D. Campbell	65	2008	Retired Senior Vice President and Chief Financial Officer, 3M Company					C	66	2008	Retired Senior Vice President and Chief Financial Officer, 3M Company		C
Carlos M. Cardoso	60	2007	Principal of CMPC Advisors LLC			C			61	2007	Principal of CMPC Advisors LLC			C
Robert B. Coutts	68	2007	Retired Executive Vice President, Electronic Systems, Lockheed Martin Corporation						69	2007	Retired Executive Vice President, Electronic Systems, Lockheed Martin Corporation
Debra A. Crew	47	2013	Former President and Chief Executive Officer, Reynolds American Inc.						48	2013	Former President and Chief Executive Officer, Reynolds American Inc.
Michael D. Hankin	60	2016	President and Chief Executive Officer, Brown Advisory Incorporated						61	2016	President and Chief Executive Officer, Brown Advisory Incorporated				C
James M. Loree	59	2016	President and Chief Executive Officer, Stanley Black & Decker, Inc.						60	2016	President and Chief Executive Officer, Stanley Black & Decker, Inc.
Marianne M. Parrs	73	2008	Retired Executive Vice President and Chief Financial Officer, International Paper Company		C
Robert L. Ryan	74	2010	Retired Senior Vice President and Chief Financial Officer, Medtronic Inc.				C
James H. Scholefield	55	2017	Vice President and Global Chief Information Officer, Nike, Inc.						57	2017	Executive Vice President and Chief Information and Digital Officer, Merck
Dmitri L. Stockton									55	2018	Retired Chairman, President & Chief Executive Officer, GE Asset Management

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

~~(ii)~~vii

~~Corporate Governance Highlights~~Table of Contents

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

●	~~Annual election of directors.~~
●	~~Company Bylaws include a majority vote provision that applies in uncontested director elections.~~
●	~~Independent directors meet in executive session at every board meeting.~~
●	~~Policy against hedging and discouraging pledging applicable to all directors and executive officers.~~
●	~~Recoupment policy relating to unearned compensation of executive officers.~~
●	~~No shareholder rights (“poison pill”) plan.~~
●	~~Robust stock ownership guidelines for directors and executive officers.~~
●	~~Annual shareholder ratification of independent auditors.~~

~~Stanley Black & Decker 2018 Omnibus Award Plan~~

The Board has approved, and recommends the Company’s shareholders approve, a new 2018 Omnibus Award Plan (the “2018 Plan”) to replace the Company’s existing 2013 Long-Term Incentive Plan (the “2013 Plan”). The new plan is based on the 2013 Plan and is substantially similar to the 2013 Plan. A summary of the material terms of the 2018 Plan, which also outlines the differences between the 2013 Plan and the 2018 Plan, can be found in “Item 2—Approval of 2018 Omnibus Award Plan”.

~~Please see “Item 2—Approval of 2018 Omnibus Award Plan” for more information.~~

Executive Compensation Advisory Vote

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

●	We follow a pay for performance philosophy, pursuant to which our employees are incentivized to achieve or exceed objective financial goals established for the Company and deliver superior returns to our shareholders.
●	Our ~~2017~~2018 compensation program reflects this philosophy, as weighted payouts across all performance measures of ~~158.4%-179.2%~~95.2%–132.4% of target under the Company’s ~~2017~~2018 Management Incentive Compensation program reflect the Company’s strong operational performance during ~~2017.~~2018.
●	Our long-term performance targets are aggressive, as evidenced by the fact that, over the last five years, none of our long-term incentive programs have paid out at maximum.
●	Our pay for performance alignment is strong, with pay opportunity targeted at the market median and realizable pay over the most ~~recent~~recently available three-year period for the Chief Executive Officer showing strong alignment with our Total Shareholder Return (“TSR”) performance.
●	In each of the last three years, we received strong shareholder support for our named executive officer compensation ~~(92.8%~~(92.9% of votes cast in ~~2017, 95.2%~~2018, 92.8% of votes cast in ~~2016,~~2017, and 95.2% of votes cast in ~~2015 ).~~2016).
●	Our compensation programs follow executive compensation best practices, ~~such as:~~including: no tax gross-ups on severance arrangements entered into after 2010, all existing tax gross-ups have been removed from change in control agreements effective as of December 2018, no tax gross-ups on perquisites, a policy ~~prohibiting~~against hedging ~~and discouraging~~or pledging of Company stock, and ~~a holding period requirement on~~robust stock ownership guidelines for directors and executive ~~stock ownership.~~ officers.

Please see “Item 3—2—Advisory Vote to Approve Compensation of Named Executive Officers” for more information.

~~(iii)~~

Auditors

We ask that the shareholders approve the selection of Ernst & Young LLP as our registered independent public accounting firm for fiscal year ~~2018.~~2019. Please see “Item 4—3—Approval of Registered Independent Public Accounting Firm” for more information, including the amount of fees for services provided in ~~2016~~2017 and ~~2017.~~2018.

~~2019~~Approval of Global Omnibus ESPP

The Company is seeking shareholder approval of the Stanley Black & Decker, Inc. Global Omnibus ESPP which was recommended for adoption by the Finance and Pension Committee of the Board on October 17, 2018, and adopted by the full Board on October 18, 2018. Please see “Item 4—Approval of Global Omnibus Employee Stock Purchase Plan” for more information.

2020 Annual Meeting

●	Shareholder proposals submitted for inclusion in our ~~2019~~2020 Proxy Statement pursuant to Rule 14a-8 of the Exchange Act of 1934, as amended (the “Exchange Act”) must be received by us no later than November ~~9, 2018.~~7, 2019.
●	Notice of shareholder proposals for the ~~2019~~2020 Annual Meeting of Shareholders, submitted other than pursuant to Rule 14a-8, and other than with respect to director nominees through proxy access, must be delivered to us no earlier than November ~~9, 2018~~7, 2019, and no later than December ~~9, 2018.~~7, 2019.
●	Notice with respect to director nominees submitted through proxy access for the 2020 Annual Meeting will not be timely if received at the Company’s principal executive offices before October 8, 2019, or after November 7, 2019.

Please see “Shareholder Proposals for the ~~2019~~2020 Annual Meeting” for more information.

~~(iv)~~viii

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

March ~~9, 2018~~6, 2019

To the Shareholders:

The Annual Meeting of Shareholders of Stanley Black & Decker, Inc. (the “Annual Meeting”) will be held at the John F. Lundgren Center for Learning and Development, 1000 Stanley Drive, New Britain, Connecticut 06053 on April ~~19, 2018,~~17, 2019, at 9:30 a.m. for the following purposes:

(1)	To elect the Board of Directors of Stanley Black & Decker,Inc.;
(2)	~~To approve the Company’s 2018 Omnibus Award Plan;~~
~~(3)~~	To approve, on an advisory basis, the compensation of the Company’s named executive officers;
~~(4)~~(3)	To approve the selection of Ernst & Young LLP as the Company’s registered independent public accounting firm for the ~~2018~~2019 fiscal year;
(4)	To approve the Company’s Global Omnibus Employee Stock Purchase Plan; and
(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 ~~16, 2018~~15, 2019, are entitled to vote at the meeting and any adjournment or postponement thereof.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on April ~~19, 2018:~~17, 2019: This Proxy Statement, together with the Form of Proxy and our Annual Report, are available free of charge athttp://www.edocumentview.com/SWK.


	Janet M. Link Secretary

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

PROXY STATEMENT FOR THE APRIL ~~19, 2018~~17, 2019, ANNUAL MEETING OF SHAREHOLDERS

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of Stanley Black & Decker, Inc. (the “Company”), a Connecticut corporation, to be voted at the ~~2018~~2019 Annual Meeting, and any adjournment or postponement thereof (the “Annual Meeting”), to be held on the date, at the time and place, and for the purposes set forth in the foregoing Notice. No business may be transacted at the Annual Meeting other than the business specified in the Notice of the Annual Meeting, business properly brought before the Annual Meeting at the direction of the Board of Directors, and business properly brought before the Annual Meeting by a shareholder who has given notice to the Company’s Secretary that was received after November ~~8, 2017~~9, 2018, and no later than December ~~8, 2017.~~9, 2018. The Company has received no such notice. Management does not know of any matters to be presented at the Annual Meeting other than the matters described in this Proxy Statement. If, however, other business is properly presented at the Annual Meeting, the proxy holders named in the accompanying proxy will vote the proxy in accordance with their best judgment.

This Proxy Statement, the accompanying Notice of the Annual Meeting and the enclosed proxy card are first being mailed to shareholders on or about March ~~9, 2018.~~6, 2019.

ITEM 1—ELECTION OF DIRECTORS

At the ~~2018~~2019 Annual Meeting, the shareholders will be asked to elect all of the nominees set forth below to the Board of Directors. Each director, if elected, will serve until the ~~2019~~2020 Annual Meeting and until the particular director’s successor has been elected and qualified.

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

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Information Concerning Nominees for Election as Directors

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

Ms. Ayers ~~has~~ served as President and Chief Executive Officer of Convergys Corporation ~~since~~from November 2012 through October 2018, and a director of Convergys ~~since~~from October ~~2012.~~2012 through October 2018. From 2008 to 2012, Ms. Ayers served as President of Convergys Customer Management Group Inc., and from 2010 to 2012, Ms. Ayers also served as Chief Operating Officer of Convergys Customer Management Group Inc.

Ms. Ayers is 5455 years old and is ~~a member~~Chair of the Compensation and Talent Development Committee and a member of the Finance and Pension Committee.

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

GEORGE W. BUCKLEY, retired Chairman, President and Chief Executive Officer of 3M Company, was elected Chairman of the Board effective January 1, 2017, and has been a director of the Company since March 2010. Mr. Buckley also served on the Board of The Black & Decker Corporation from 2006 until 2010. From April 2015 through December 2016, he served as Lead Independent Director of the Board.

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

Mr. Buckley ~~who~~ is ~~71,~~72 years old and is our Chairman of the Board, and also serves as Chair of the Executive Committee and a member of the Audit Committee and the Compensation and Talent Development Committee.

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

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PATRICK D. CAMPBELL, retired Senior Vice President and Chief Financial Officer of 3M Company, has been a director of the Company since October 2008.

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

Mr. Campbell is 6566 years old and is Chair of the ~~Compensation and Talent Development~~Audit Committee, ~~and~~as well as a member of the ~~Audit~~Compensation and Talent Development Committee and the Executive Committee.

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

CARLOS M. CARDOSO, Principal of CMPC Advisors LLC, has been a director of the Company since October 2007.

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

Mr. Cardoso is 6061 years old and is Chair of the Corporate Governance Committee and a member of the Finance and Pension Committee and the Executive Committee.

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

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

Mr. Coutts served as an Executive Vice President of Lockheed Martin Corporation from 1999 through 2008, first as Executive Vice President, Systems Integration from 1999 to 2003, and then as Executive Vice President, Electronic Systems from 2003 to 2008. While at Lockheed Martin, Mr. Coutts also served as Chairman of Sandia National Laboratories. Prior to his tenure with Lockheed Martin, Mr. Coutts held senior management positions over a 20-year period with the General Electric Company. In addition, he is a director of Hovnanian Enterprises, Inc., and of Siemens Government Technologies, Inc. Within the past five years, Mr. Coutts has served on the board of Pall Corporation.

Mr. Coutts is 6869 years old and is a member of the Compensation and Talent Development Committee and the Corporate Governance Committee.

Mr. Coutts’ long experience in senior management of Lockheed Martin and General Electric Company has led him to develop expertise in manufacturing, program management, supply chain management, technology and government contracting that is of value to the Board as the Company continues to improve its global manufacturing operations and sourcing. He also has cyber technology experience through many of the contracts he managed for and with the United States ~~Government.~~Government, which makes him a valuable resource for the Board and management.

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DEBRA A. CREW, former President and Chief Executive Officer, Reynolds American Inc., has been a director of the Company since December 2013.

Ms. Crew served as President and Chief Executive Officer of Reynolds American Inc. from January 1, 2017 to December ~~31,~~ 2017. Prior to that, she served as President and Chief Commercial Officer of R. J. Reynolds Tobacco Co. from October 1, 2014 to October 1, 2015 and as President and Chief Operating Officer of the company effective October 1, 2015 to December ~~31,~~ 2016. Before joining R.J. Reynolds Tobacco, Ms. Crew served as President and General Manager, ~~Pepsico~~PepsiCo North America Nutrition from August 2014 to September 2014, as President, ~~Pepsico~~PepsiCo Americas Beverages from August 2012 through August 2014 and as President, Western European Region of PepsiCo Europe from April 2010 through August 2012. Prior to her tenure with PepsiCo, Ms. Crew held positions of increasing responsibility at Kraft Foods, Nestlé S.A. and Mars, Inc. from 1997 to ~~2004.~~2010. From 1993 to 1997, Ms. Crew served as a captain in the USUnited States Army, in military intelligence. Ms. Crew served as a director of Reynolds American from January 1, 2017 until July ~~25,~~ 2017, when Reynolds American became an indirect, wholly-owned subsidiary of British American Tobacco p.l.c. Ms. Crew also serves as a director of Mondelez International, Inc. and Newell Brands Inc.

Ms. Crew is 4748 years old and is a member of the Corporate Governance Committee and the Finance and Pension Committee.

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

MICHAEL D. HANKIN, President and Chief Executive Officer, Brown Advisory Incorporated, has been a director of the Company since April 2016.

Mr. Hankin has served as Chief Executive Officer of Brown Advisory Incorporated since 1998, when the firm was acquired from ~~Alex.~~Alex Brown & Sons by a group of employees. From 1993 to 1998, Mr. Hankin served as Executive Vice President and Chief Operating Officer of ~~Alex.~~Alex Brown Investment Advisory & Trust Company, a subsidiary of ~~Alex.~~Alex Brown Incorporated, where he helped create the business that became Brown Advisory. Prior to that, Mr. Hankin was a partner at Piper & Marbury (now DLA Piper), where he specialized in business and tax law. Mr. Hankin is a director of Brown Advisory Incorporated and its affiliated companies, including Brown Advisory ~~Funds, and of Brown Advisory Funds plc.~~Funds.

During Mr. Hankin’s tenure as Chief Executive Officer of Brown Advisory Incorporated, the firm has grown from a company with approximately $1.5 billion in client assets to a company with over ~~$60~~$65 billion in client assets and has expanded its operations throughout the United States and in the U.K., Europe, South America and Asia.

Mr. Hankin is 6061 years old and is a member of the Audit Committee and Chair of the Finance and Pension Committee.

Mr. Hankin’s experience building and running a successful, complex and diverse global financial company, his familiarity with financial and investment planning and analysis, his understanding of capital structure and valuation issues, and his experience with cybersecurity make him a valuable resource for the Board and management.

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JAMES M. LOREE, President and Chief Executive Officer of the Company, has been a director of the Company since July 2016.

Mr. Loree joined the Company in July 1999 as Vice President, Finance and Chief Financial Officer. He was named Executive Vice President and Chief Financial Officer in September 2002, Executive Vice President and Chief Operating Officer in January 2009, President and Chief Operating Officer in January 2013, and President and Chief Executive Officer of the Company in July 2016. Before he joined the Company, Mr. Loree held positions of increasing responsibility in financial and operating management in industrial businesses, corporate and financial services at General Electric from 1980 to 1999. Mr. Loree served on the board of Harsco Corporation from 2010 to 2016 and as Chair of Harsco’s Audit Committee for three years during that period. Mr. Loree currently serves on the board of Whirlpool Corporation.

Mr. Loree is 5960 years old and is a member of the Executive Committee.

As the Chief Executive Officer of the Company, Mr. Loree 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. Loree’s service on the Board and as Chief Executive Officer of the Company provides seamless continuity of leadership for the Board and management.

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

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

~~Ms. Parrs is 73 years old and is Chair of the Audit Committee and a member of the Compensation and Talent Development Committee and the Executive Committee.~~

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

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

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

~~Mr. Ryan, who is 74, is Chair of the Finance and Pension Committee and a member of the Corporate Governance Committee and of the Executive Committee.~~

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

~~JAMES H. SCHOLEFIELD, Vice President and Global Chief Information Officer of Nike, Inc.,~~Merck, has been a director of the Company since October 2017.

Currently, Mr. Scholefield ~~has served~~is responsible for leading all aspects of Merck’s information technology and digital strategy, including developing and implementing new and emerging technologies and capabilities to drive efficiencies and growth, as well as developing and implementing the digital strategy roadmap.

As the Global Chief Information Officer of NIKE, Inc., ~~where~~from June 2015 through October 2018, he ~~leads~~led the company’s enterprise technology strategy, ~~delivering~~where he delivered innovative solutions to support the company’s business ~~growth, since June 2015.~~growth. Mr. Scholefield served as the Chief Technology Officer for The Coca-Cola Company from November 2010 to June 2015. There he was responsible for the organization’s IT strategy, tech operations and technology engineering. Before joining Coca-Cola, Mr. Scholefield held IT leadership roles at Northern Trust, Ford Motor Company and Procter & Gamble.

Mr. Scholefield ~~who~~ is ~~55, serves on~~57 years old and is a member of the Audit Committee and the Corporate Governance Committees.

~~The Company is focused on accelerating its innovation efforts to enhance its track record of delivering top-quartile financial performance while operating in a highly sustainable manner.~~ Mr. Scholefield’s expertise in the digitization and technology space, which spans both consumer products and automotive industries, ~~will be~~is of tremendous value to the Company. His familiarity with cybersecurity issues is also ~~will be~~ of value as the Company expands its digital presence in marketing and product development.

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DMITRI L. STOCKTON, former Chairman, President & Chief Executive Officer of GE Asset Management, has been a director of the Company since July 2018.

Mr. Stockton was previously with GE Asset Management, a global asset management firm with nearly $120 billion in assets under management focused on private equity, real estate, fixed income, active equities and hedge fund investing. He retired from GE after the successful sale of GE Asset Management to State Street.

Mr. Stockton spent a total of 30 years with GE and was one of approximately 20 Corporate Senior Vice Presidents that served on the Company’s Corporate Executive Council. During his tenure, he lived and worked abroad for a decade of his career in three different countries. He led businesses across 26 global markets with approximately 40,000 employees in his final assignment internationally.

Mr. Stockton earned a bachelor’s degree in Accounting from North Carolina Agricultural and Technical State University, and currently serves as a director on the boards of Deere & Company, Ryder Systems Inc., and Target Corporation.

Mr. Stockton is 55 years old and is a member of the Audit Committee and the Corporate Governance Committee.

Mr. Stockton’s global experience, his familiarity with financial planning and analysis, real estate and investment strategy, as well as his understanding of capital structures, make him a valuable resource for the Board and management.

Board of Directors

Nomination Process.All candidates for Board membership are evaluated by the Corporate Governance Committee. In evaluating candidates, including existing Board members, the Corporate Governance Committee considers an individual candidate’s personal and professional responsibilities and experiences, the then-current composition of the Board, the diversity of the then-current board and the challenges and needs of the Company in an effort to ensure that the Board, at any time, is comprised of a diverse group of members who, individually and collectively, best serve the needs of the Company and its ~~stockholders.~~shareholders. The Corporate Governance Committee may also consider recommendations from third-party search firms, whose function is to assist in identifying qualified candidates. 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:~~Corporate Governance Committee considers a potential nominee or director’s:

●	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 or more specialty ~~area~~areas (such as accounting or finance, ~~corporate~~legal, regulatory or governmental affairs, human capital management, ~~marketing,~~product development, manufacturing, technology, ~~information systems, international business,~~global operations or ~~legal or governmental affairs)~~corporate strategy, among others);

●	~~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~~age, ethnicity, race, nationality, skills and ~~professional~~ experience.

Shareholder Nomination Process.Shareholders who wish to submit names to be considered by the Corporate Governance Committee for nomination for election to the Board of Directors may do so by contacting us through the Corporate Secretary, Stanley Black & Decker, 1000 Stanley Drive, New Britain, CT 06053 and should submit the following information:

(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,

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(ii)	the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by such shareholder or such other person,

(iii)	a description of all arrangements or understandings between such shareholder and any such other person or persons or any nominee or nominees in connection with the nomination by such shareholder,

(iv)	such other information regarding each nominee proposed by such shareholder as would be required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required to be disclosed, pursuant to the rules of the Securities and Exchange Commission had the nominee been nominated or intended to be nominated by the Board of Directors, and shall include a consent signed by each such nominee to be named in the Proxy Statement for the Annual Meeting as a nominee and to serve as a director of the Company if so elected,

(v)	a representation that such shareholder intends to appear in person or by proxy at the Annual Meeting to make such nomination,

(vi)	a duly executed representation that, if elected as a director of the Company, the proposed nominee shall comply with the Company’s Code of Business Ethics and Board of Director’s Governance Guidelines in all respects, share ownership and trading policies and guidelines and any other Company policies and guidelines applicable to directors, as well as any applicable law, rule or regulation or listing requirement, and

(vii)	a completed and duly executed written questionnaire with respect to the background of the nominating shareholder and any other person or entity on whose behalf, directly or indirectly, the nomination is being made (which questionnaire shall be provided by the Secretary upon written request).

Shareholders wishing to nominate a director should follow the specific procedures set forth in the Company’s Bylaws.

Proxy Access.In July 2018, our Board amended the Company’s Bylaws to permit a shareholder, or a group of up to 20 shareholders, owning 3% or more of the outstanding common stock of the Company continuously for at least three years, to nominate and include in the Company’s proxy materials director nominees constituting up to two individuals or 20% of the Board (whichever is greater), provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in Article II, Section 6, of the Company’s Bylaws. Under that Section, the required notice must be received at the Company’s principal executive offices, subject to certain exceptions, at least 120 days but no more than 150 days prior to the anniversary of the date on which the Proxy Statement was first mailed relating to the immediately preceding Annual Meeting.

Qualifications of Directors and Nominees.The Board is committed to maintaining a diverse and well-rounded membership, complete with qualifications, skills and experience that support not only the Company’s business needs, but that also provide a fresh, holistic approach to the Company’s business model as a whole. Over the years, the Board has developed a deep and varied skill set, with a membership that reflects a comprehensive spectrum of both professional and personal experiences. The Board continues to focus its efforts on identifying candidates for nomination that add to, or otherwise complement, the skills and qualifications of its existing members.

The ~~Company~~Board is committed to diversity and inclusion at the Board level and throughout the Company. In July 2018, the Board amended the charter of the Corporate Governance Committee to formally confirm its commitment to the consideration of diversity in the process of identifying director candidates. Specifically, the charter provides that members of the Corporate Governance Committee will take reasonable steps to include diverse candidates with respect to gender, ethnicity, race, nationality, age, skills and experience in the context of the needs of the Board in the pool of potential candidates under consideration.

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The Corporate Governance Committee and the Board carefully considered the qualifications, skills and experience of each nominee when concluding that this year’s nominees should serve on the Board. With respect to each individual nominee, the Company believes that the nominee is appropriate to serve on the Board due to the qualifications and experience described next to their profile above. The Company believes that each of the incumbent directors should be reelected, as their qualifications, skills and experience continue to be of value to the Company.

The chart below highlights certain of the diverse sets of skills, knowledge, background and experience that ~~the Company believes is reflective~~are represented on our Board:


Skills and Experience
Active Executiveexperience provides current insight into the best practices and challenges of leading a complex organization.							X	X	X
CEO experienceprovides insight into leading a complex organization like ours with transparency and integrity.	X	X		X		X	X	X		X
Public Company/Corporate Governancefurthers our goals of transparency, protection of shareholder interests and implementation of best practices in corporate governance.	X	X	X	X	X	X	X	X	X	X
Corporate Social Responsibilityexperience is important in managing risk and furthering long-term value creation for shareholders by operating in a sustainable and responsible manner.	X	X					X	X
Digitalexperience is relevant to understanding and evaluating the Company’s efforts in areas such as e-commerce and data and analytics.	X							X	X
Finance/Capital Allocationexperience enables effective monitoring of the Company’s financial reporting and control environment, assessment of its financial performance, oversight of mergers and acquisitions, and ensuring appropriate shareholder return.	X	X	X	X			X	X		X
Legal/Regulatory/Government Affairsexperience enhances understanding of legal matters and public policy issues.						X	X
Human Capitalexperience is relevant to effective review of our efforts to recruit, retain and develop top talent.	X	X	X	X	X	X	X	X		X
Product Developmentexperience provides insight into ideation, research and development, and commercialization of products and services.		X		X	X	X		X
Manufacturing/Logistics/Supply Chainexperience enhances the Board’s ability to oversee cost-effective, technology-driven manufacturing and logistics processes.		X		X	X	X		X
Global Operationsexperience facilitates assessment of the Company’s complex, international operations.	X	X	X	X	X	X	X	X	X	X
M&A and Corporate Strategyexperience provides insight into assessing M&A opportunities for a strategic fit, strong value creation potential and clear execution capacity.	X	X	X	X	X	X	X	X		X
Risk Managementexperience is important to the identification and mitigation of significant risks.	X	X	X	X		X	X	X	X	X
Innovation/Technology/Cybersecurityexperience enhances the Board’s ability to appraise our progress in executing the strategy of becoming known as one of the world’s leading innovators.	X	X	X	X	X	X	X	X	X
Sales/Marketing/Brand Managementexperience provides insights into the sales and marketing process and increasing the perceived value of our brands in the marketplace.						X		X

Table of ~~the attributes and values that the Board finds desirous in its candidates:~~

Contents

~~Board~~Director Tenure and Age and Board Refreshment.The tenure of our Board members ranges from less than a year to more than 10 years, with ~~almost~~ half of the members joining the Board within the last five ~~years, as reflected below*:~~years. Our Board members reflect a wide age range, providing a range of experience and expertise. See more information below:*

~~Tenure~~

*	Data includes years of service on the Board of The Black & Decker Corporation for ~~Messrs. Buckley and Ryan.~~ George W. Buckley.

Corporate Governance

Board Leadership Structure.Effective January 1, 2017, the Company ~~separated~~eliminated the ~~offices~~position of ~~Chairman~~Lead Independent Director and ~~Chief Executive Officer, with~~appointed George W. Buckley, a non-management ~~Director serving~~director, as Chairman. Under the terms of the Company’s Bylaws and Corporate Governance Guidelines, the Chairman presides at all meetings of the Board at which he is present and, jointly with the Chief Executive Officer, establishes a schedule of agenda subjects to be discussed during the year at the beginning of each year and the agenda for each Board meeting. If the Chairman is not present, the ~~Directors~~directors present will designate a person to preside.

~~Risk Oversight.~~Stock Ownership Policy for Non-Employee Directors and Executive Officers.~~As required by our Corporate Governance Guidelines, during~~The Company’s Bylaws require directors to be shareholders. The Board maintains a Stock Ownership Policy for Non-Employee Directors, a copy of which can be found on the ~~orientation process for new directors, each director receives a presentation from~~“Corporate Governance” section of the Company’s ~~senior management~~website atwww.stanleyblackanddecker.com (which appears under the “Investors” heading). Pursuant to that ~~details~~policy, non-employee directors are required to acquire shares having a value equal to 500% of the ~~Company’s risk management policies~~annual cash retainer within five years of becoming a director, and ~~procedures. Our Audit Committee routinely discusses~~are expected to maintain such ownership level during their tenure in accordance with ~~management~~ the ~~Company’s major financial risk exposures and~~policy. Directors are expected to defer their fees in the ~~steps management has taken to monitor and control such exposures, including~~form of Company common stock until they have met this requirement. For more information about the ~~Company’s risk assessment and risk management policies. In addition,~~stock ownership policy for executive officers, please see the full Board reviews the Company’s risk management program and its adequacy to safeguard the Company against extraordinary liabilities or losses on at least an annual basis. The Board is committed to having individuals experienced in risk management on the Audit Committee, as well as on the full Board.“Executive Officer Stock Ownership Policy” section of this Proxy Statement.

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~~Meetings.~~Meetings. The Board of Directors met ~~six~~eight times during ~~2017.~~2018. The Board’s standing committees met the number of times shown below:

Committee		Number of Meetings
Executive		01
Audit		4
Corporate Governance		4
Finance and Pension		3
Compensation and Talent Development		54

The members of the Board serve on the committees described in their biographical material on pages ~~2-6~~2-5 (see also the summary chart on page ~~(ii))~~vii). In ~~2017, each~~2018, no incumbent director attended ~~at least~~fewer than 75% of the aggregate of the total number of ~~meetings~~board of ~~the Board of Directors~~director meetings and committees ~~of the Board of Directors~~ on which ~~such~~the incumbent director ~~served that have been held since the director became a member of the Board or the applicable committees.~~served. Although the Company has no formal policy regarding attendance by members of the Board of Directors at the Company’s Annual Meetings, all but one of the then-serving members of the Board of Directors attended the ~~2017~~2018 Annual Meeting.

Director ~~Independence.~~Independence. The Board of Directors has adopted Director Independence ~~Standards~~Guidelines which are available free of charge on the “Corporate Governance” section of the Company’s website (which appears under the “Investors” heading) atwww.stanleyblackanddecker.com. The Board of Directors has made the determination that all ~~director~~Director nominees standing for election, except Mr. Loree, are independent according to the Director Independence Standards, the applicable rules and regulations 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 Talent Development and Finance and Pension Committees should be an independent director. The charters of each of these committees and the Board of Directors Corporate Governance Guidelines are available free of charge on the “Corporate Governance” section of the Company’s website atwww.stanleyblackanddecker.com (which appears under the “Investors” heading) or upon written request to Stanley Black & Decker, Inc., 1000 Stanley Drive, New Britain, Connecticut 06053, Attention: Investor Relations. Changes to any committee charter, the Director Independence Standards or the Corporate Governance Guidelines will be reflected on the Company’s website.

~~Executive Committee.~~Table of Contents~~The Executive Committee exercises all~~

Our Board administers its strategic planning and risk oversight function as a whole and through its Board committees.The following describes the ~~powers~~role of ~~the~~our 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~~.committees:

~~Audit Committee.~~~~The Audit Committee has~~
Executive Committee
Exercises the delegated powers of the Board of Directors during intervals between meetings of the Board; however, does not have the power to declare dividends or to take actions reserved by law to the Board of Directors.
Audit Committee
Has sole authority to appoint or replace the Company’s independent auditing firm and is directly responsible for the compensation and oversight of the work of the Company’s independent auditing firm for the purpose of preparing or issuing an audit report or related work. The Audit Committee:
● ~~nominates~~ the Company’s independent auditing firm
and is directly responsible for the compensation, terms of engagement, oversight and evaluation of the work of the Company’s independent auditing firm for the purpose of preparing or issuing an audit report or related work. The Audit Committee also:
●
reviews the scope of the audit with the independent auditors and theinternal auditing department,
●
approves in advance audit and non-audit services, ~~and~~
●
reviews with the independent auditors and the ~~Company’s internal~~Company’sinternal auditors their activities and recommendations, ~~including their~~includingtheir recommendations regarding internal controls and ~~critical accounting~~criticalaccounting policies,
●considers regular rotation of the Company’s independent auditing firmand ensures regular rotation of the lead partner in accordance withSEC rules requiring replacement at least once every five years,

●meets with the independent auditors, the internal auditors, andmanagement, each of whom has direct and open access to theAudit Committee,

●reviews related party transactions, and

●oversees the Company’s risk management and risk policies.
The Board of Directors also has determined that Patrick D. Campbell, Michael D. Hankin and Dmitri L. Stockton all meet the requirements for being an Audit Committee Financial Expert as that term is defined in Item 407(d)(5) of Regulation S-K and that all members are financially literate under the current New York Stock Exchange listing standards.
Ernst & Young LLP (“Ernst & Young”) is the Company’s independent auditing firm. The Audit Committee reviewed its relationship with Ernst & Young, considered Ernst & Young’s independence, including whether there exist any potential conflicts of interest, and determined that the continued engagement of Ernst & Young did not raise any conflict of interest or other concerns that would adversely impact Ernst & Young’s independence.

~~The Audit Committee also is involved in the selection~~Table of the lead partner on the Company’s account with its independent auditing firm, whose policies are in accordance with SEC rules requiring that the lead partner be replaced at least once every five years. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the Company’s independent auditing firm. The Audit Committee meets with the independent auditors, the internal auditors, and management, each of whom has direct and open access to the Audit Committee. The Audit Committee has issued a standing invitation to all members of the Board of Directors to attend Audit Committee meetings.Contents
Corporate Governance Committee
Considers candidates and makes recommendations to the Board of Directors as to Board membership as well as:
●evaluates input from shareholders and third-party search firmsconcerning potential candidates,

●recommends directors for Board committee membership andcommittee chairs, and recommends director compensation,

●leads the review and assessment of and recommends any changes tothe Company’s corporate governance guidelines,

●oversees the annual evaluation of Board performance,

●reviews shareholder proposals and makes recommendations to the Board,

●reviews the Company’s policies, objectives and practices with respectto environmental management, sustainability and corporate socialresponsibility, and

●approves policy guidelines on charitable contributions.
The Board of Directors has made the determination that all of the members of the Audit Committee are independent according to the Director Independence Standards, the applicable rules of the Securities and Exchange Commission, and as independence is defined in Section 303A of the New York Stock Exchange listing standards. The Board of Directors also has determined that Patrick D. Campbell, Michael D. Hankin and Marianne M. Parrs meet the requirements for being an Audit Committee Financial Expert as that term is defined in Item 407(d)(5) of Regulation S-K and that all members are financially literate under the current New York Stock Exchange listing standards. The Audit Committee operates under a charter, which is available free of charge on the “Corporate Governance” section of the Company’s website at~~www.stanleyblackanddecker.com~~.
~~Corporate Governance Committee.~~The Corporate Governance Committee makes recommendations to the Board of Directors as to Board membership and considers names submitted to it in writing by shareholders as well as recommendations from third party search firms, current directors, Company officers, employees and others. The Corporate Governance Committee recommends directors for Board committee membership and committee chairs, and recommends director compensation. The procedures and processes followed by the Corporate Governance Committee in connection with the consideration and determination of director compensation are described below under the heading “Director Compensation.” The Corporate Governance Committee has taken the lead in articulating the Company’s corporate governance guidelines and establishing a procedure for evaluating Board performance. The Corporate Governance Committee also approves policy guidelines on charitable contributions.

The Company’s Bylaws require that every director be a shareholder of the Company. While the Corporate Governance Committee does not have specific minimum qualifications for potential directors, all director candidates, including those recommended by shareholders, are evaluated on the same basis.
The Board of Directors has made the determination that all of the members of the Corporate Governance Committee are independent according to the Director Independence Standards, applicable rules of the Securities and Exchange Commission, and as independence is defined in Section 303A of the New York Stock Exchange listing standards. The Corporate Governance Committee operates under a charter, which is available free of charge on the “Corporate Governance” section of the Company’s website,~~www.stanleyblackanddecker.com~~.
Shareholders who wish to submit names to be considered by the Corporate Governance Committee for nomination for election to the Board of Directors should, as set forth in the Company’s Bylaws, send written notice to the Secretary of the Company to be received at its principal executive offices at least 90 days but no more than 120 days prior to the anniversary of the date on which the Proxy Statement was first mailed relating to the immediately preceding Annual Meeting, which notice should set forth
~~(i)~~ ~~the name and record address of the shareholder of record making such nomination and any other person on whose behalf the nomination is being made, and of the person or persons to be nominated,~~
~~(ii)~~ ~~the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by such shareholder or such other person,~~
~~(iii)~~ ~~a description of all arrangements or understandings between such shareholder and any such other person or persons or any nominee or nominees~~ in connection with the ~~nomination by such shareholder,~~
~~(iv)~~ ~~such other information regarding each nominee proposed by such shareholder as would be required to be disclosed in solicitations~~consideration and determination of ~~proxies for election of directors in an election contest, or is otherwise required to be disclosed, pursuant to~~director compensation are described below under the rules of the Securities and Exchange Commission had the nominee been nominated or intended to be nominated by the Board of Directors, and shall include a consent signed by each such nominee to be named in the Proxy Statement for the Annual Meeting as a nominee and to serve as a director of the Company if so elected, and
~~(v)~~ ~~a representation that such shareholder intends to appear in person or by proxy at the Annual Meeting to make such nomination.~~
~~Compensation and Talent Development Committee.~~heading “The Compensation and Talent Development Committee (formerly, the Compensation and Organization Committee) (the “Compensation Committee”), with the assistance of its compensation consultant and other advisors, periodically conducts on-going evaluations of existing executive compensation programs, administers the Company’s executive compensation plans, and oversees the Company’s talent development strategy. The Compensation Committee met five times during 2017 and met in executive session at the end of each of those meetings to review different aspects of the Company’s executive compensation programs. No management employees participated in executive sessions relating to compensation arrangements for our Chief Executive Officer. The procedures and process followed by the Compensation Committee in connection with the consideration and determination of executive compensation are described below under the heading “Executive Compensation.”
The Board of Directors has made the determination that all of the members of the Compensation Committee are independent according to the Director Independence Standards, applicable rules of the Securities and Exchange Commission, and as independence is defined in Section 303A of the New York Stock Exchange listing standards. The Compensation Committee operates under a charter, which is available free of charge on the “Corporate Governance” section of the Company’s website,~~www.stanleyblackanddecker.com~~. The following persons served as members of the Compensation Committee during 2017: Andrea J. Ayers, George W. Buckley, Patrick D. Campbell (Chair), Carlos M. Cardoso, Robert B. Coutts and Marianne M. Parrs.
The Compensation Committee has retained Pay Governance, LLC as an independent compensation consultant to advise the Compensation Committee. Representatives of Pay Governance were present at four of the meetings of the Compensation Committee in 2017. The Compensation Committee reviewed its relationship with Pay Governance, considered Pay Governance’s independence, including whether there exist any potential conflicts of interest, and determined that the engagement of Pay Governance did not raise any conflict of interest or other concerns that would adversely impact Pay Governance’s independence. In reaching this conclusion the Compensation Committee considered various factors, including the six factors set forth in the NYSE listing standards regarding compensation advisor conflicts of interest and independence.
~~Finance and Pension Committee.~~The Finance and Pension Committee advises in major areas concerning the finances of the Company and oversees the Company’s administration of its qualified and non-qualified defined contribution and defined benefit retirement plans. The Board of Directors has made the determination that all of the members of the

Finance and Pension Committee are independent according to the Director Independence Standards, applicable rules of the Securities and Exchange Commission, and as independence is defined in Section 303A of the New York Stock Exchange listing standards.
~~Executive Sessions and Communications with the Board.~~Pursuant to the Corporate Governance Guidelines, the non-management Directors meet in executive session at the end of each Board meeting. The Chairman presides over these meetings. Shareholders or others wishing to communicate with the Chairman, the Board generally, or any specific member of the Board of Directors may do so by mail addressed to Stanley Black & Decker, Inc., c/o Corporate Secretary, 1000 Stanley Drive, New Britain, Connecticut 06053, or by calling the Company’s Ethics Hotline at 860-827-5507.
~~Business Conduct Guidelines.~~The Company has adopted a worldwide set of Business Conduct Guidelines applicable to all of its directors, officers and employees and a Code of Ethics for the Chief Executive Officer and senior financial officers. Copies of these documents are available free of charge on the “Corporate Governance” section of the Company’s website at~~www.stanleyblackanddecker.com~~ ~~or otherwise upon written request addressed to Stanley Black & Decker, Inc., 1000 Stanley Drive, New Britain, Connecticut 06053, Attention: Investor Relations.~~
~~Director Continuing Education.~~The Company regularly provides directors with continuing education on a variety of topics. In 2017, subjects covered with Board members included current trends in corporate governance, cybersecurity, and social responsibility. In addition, the Company provided all directors with a subscription to Agenda, a weekly publication that focuses on governance issues of interest to directors of public companies.
~~Related Party Transactions~~
Pursuant to the Company’s Business Conduct Guidelines, employees, officers and directors are required to bring any potential conflict of interest, including any proposed related party transaction involving a related person as that term is defined in Item 404(a) of Regulation S-K (“Related Person”), to the attention of the General Counsel. The General Counsel obtains the facts to determine whether a conflict or potential conflict exists and determines the appropriate action in consultation with appropriate members of management. Where a proposed transaction involves a Related Person, the General Counsel discusses the reasons for the transaction with appropriate members of management. In the event management believes it is in the best interest of the Company to proceed with the transaction, the proposed transaction is brought to the attention of the Board for its review and approval.
~~Sustainability Initiatives~~
In today’s environment, a commitment to corporate social responsibility is not only the right thing to do, but a necessity for attracting and retaining top talent and customers and maintaining operations in varied and diverse markets. With this in mind, we work, design, manufacture, market, sell and transport in a way that embraces sustainable practices in our operations, our products and our communities.
Over the past few years, we have made a considerable commitment to operating with a purpose that goes beyond the bottom line in order to deliver better results and have longer-term sustainable enterprises. Our ECOSMART™ sustainability plan extends across our business from product design and manufacturing to marketing, selling and transportation. As part of our ECOSMART™ plan, we set targets in 2016, using 2015 as our baseline, to reduce our environmental impacts by 20% by 2020. In addition, we continue to advance our commitment to social responsibility through engagement with our communities, whether it be through donating the time of our people or participating in tool-sharing programs in connection with local disasters or emergencies. These are just some of the steps we have taken to work toward our goal of becoming a more purpose-driven organization, and we look forward to advancing this goal over the coming years with the support of our customers and our shareholders.
The Company has been recognized for its sustainability progress through its inclusion in the Dow Jones Sustainability Index for seven consecutive years and designation as a global leader by the Carbon Disclosure Project for five consecutive years.
~~To learn more about our sustainability efforts, please visit our website and view our annual sustainability reports atwww.stanleyblackanddecker.com/sustainability~~.
Director Compensation.”
Compensation and Talent Development Committee
Has overall responsibility for the Company’s compensation strategy, plans, policies and programs, including:
●conducting, with the assistance of its independent compensationconsultant and other advisors, on-going evaluations of existingexecutive compensation programs,

●evaluating and making recommendations to the Board regardingcompensation plans, policies and programs of the Company as theyaffect the CEO and the senior executives,

●reviewing the operation and structure of the Company’s compensationprograms,

●administering the Company’s executive compensation plans, and

●overseeing the Company’s talent development strategy.
No management employees participated in executive sessions relating to compensation arrangements for our Chief Executive Officer. The procedures and processes followed by the Compensation Committee in connection with the consideration and determination of executive compensation are described on page 19 under the heading “Compensation Discussion & Analysis.”
The ~~Corporate~~Compensation Committee has retained Pay Governance LLC (“Pay Governance”) as an independent compensation consultant to advise the Compensation Committee. A representative of Pay Governance was present at all of the meetings of the Compensation Committee ~~is responsible for recommending compensation programs for our non-employee directors to our Board of Directors.~~in 2018. The Corporate Governance Committee periodically reviews director compensation against market data. Based on that review, the Corporate Governance Committee considers whether 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. During 2017, the Corporate Governance~~Compensation Committee reviewed ~~an analysis~~its relationship with Pay Governance, considered Pay Governance’s independence, including whether there exist any potential conflicts of ~~director compensation provided by Pay Governance~~interest, and determined that ~~director pay is aligned with~~ the ~~current market median.~~engagement of Pay Governance did not raise any conflict of interest or other concerns that would adversely impact Pay Governance’s independence. In reaching this conclusion the Compensation Committee considered various factors, including the six factors set forth in the NYSE listing standards regarding compensation advisor conflicts of interest and independence. The ~~Company’s executive officers do not determine or recommend the amount or form of director compensation and the Corporate Governance~~Compensation Committee has ~~not delegated~~sole authority to retain or terminate Pay Governance as its ~~responsibility~~independent compensation consultant and to ~~recommend director compensation.~~approve its fees and other terms of engagement.

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~~The compensation paid by~~Finance and Pension Committee
Advises in major areas concerning the ~~Company to its directors who are not employees~~finances of the Company, ~~or any~~including:
●reviewing management’s administration of retirement plans and approving amendments to retirement plans and related trusts,

●analyzing and advising on fundamental corporate changes in capital structure,

●advising and assisting in matters such as short-term investments, credit liabilities, interest rate hedges, swaps and other similar transactions, and

●reviewing the Company’s enterprise risk management process.
Executive Sessions and Communications with the Board.Pursuant to the Corporate Governance Guidelines, the non-employee directors meet in executive session at the end of each Board meeting. The Chairman presides over these meetings. Shareholders or others wishing to communicate with the Chairman, the Board generally, or any specific member of the Board of Directors may do so by mail addressed to Stanley Black & Decker, Inc., c/o Corporate Secretary, 1000 Stanley Drive, New Britain, Connecticut 06053.
Code of Business Ethics.The Company has adopted a Code of Business Ethics applicable to all of its directors, officers and employees worldwide and a Code of Ethics for the Chief Executive Officer and senior financial officers. Copies of these documents are available free of charge on the “Corporate Governance” section of the Company’s website atwww.stanleyblackanddecker.com(which appears under the “Investors” heading) or otherwise upon written request addressed to Stanley Black & Decker, Inc., 1000 Stanley Drive, New Britain, Connecticut 06053, Attention: Investor Relations.
Director Continuing Education.Pursuant to the Corporate Governance Guidelines, the Company regularly provides directors with continuing education on a variety of topics by outside speakers and management. In 2018, subjects covered with Board members included, among other topics, current trends in corporate governance, cybersecurity and social responsibility. In addition, the Company provided all directors with a subscription toAgenda, a weekly corporate publication that focuses on governance issues of interest to directors of public companies. The Corporate Governance Committee encourages directors to periodically attend outside workshops and seminars regarding corporate governance and other topics.
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, among other topics, 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 cybersecurity risk, and the Company’s risk assessment and risk management policies. Our Finance and Pension Committee reviews our enterprise risk management process. In addition, the full Board reviews the Company’s risk management program and its adequacy to safeguard the Company against extraordinary liabilities or losses on at least an annual basis. The Board is committed to having individuals experienced in risk management on the Audit Committee, as well as on the full Board.
Related Party Transactions
Pursuant to the Company’s Code of Business Ethics, employees, officers and directors are required to bring any potential conflict of interest, including any proposed related party transaction involving directors, officers, nominees for directors or a 5% shareholder of the Company, or an otherwise “related person” as that term is defined in Item 404(a) of Regulation S-K (“Related Person”), to the attention of the General Counsel. The General Counsel obtains the facts to determine whether a conflict or potential conflict exists and determines whether the transaction or relationship constitutes a Related Party Transaction, or should otherwise be reviewed by the Audit Committee. The Audit Committee is responsible for the review, approval or ratification of Related Party Transactions and may, in its discretion, approve, ratify or take other action with respect to a transaction.
The Company maintains a business relationship with Replacement Parts, Inc. (“RPI”), which purchased approximately $188,000 in products and services from one of the Company’s subsidiaries in 2018. In April 2018, Mr. Robert Raff, President of STANLEY Security, became an executive officer of the Company. In November 2018, jointly with his siblings, Mr. Raff inherited interests in a trust holding equity of RPI. These interests, together with Mr. Raff’s direct ownership in RPI, constitute an ownership interest of approximately 14% of the equity of RPI. Mr. Raff is also an independent director of RPI.

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The Company’s relationship with RPI began in the ordinary course of business prior to Mr. Raff’s becoming an executive officer of the Company and is, and will continue to be, conducted on arm’s-length terms and conditions.
Corporate Social Responsibility Strategy and Goals
Our social responsibility strategy and business strategy are interdependent and an area of significant Board focus. Through these strategies, we aim to become a leading purpose-driven company recognized for inspiring makers and innovators to create a more sustainable world. This will drive innovation with impact and support us in delivering top-quartile performance going forward. We believe this focus is in the best interests of our shareholders.
The Corporate Governance Committee oversees the Company’s policies, objectives and practices regarding environmental management, sustainability and corporate social responsibility. The leaders responsible for these efforts make regular presentations to the Committee regarding the Company’s execution on its strategy in these areas.
Our 2030 Corporate Social Responsibility (CSR) Strategy is designed to bring our Company’s purpose to life. The three pillars of the strategy are: Empower Makers, Innovate with Purpose and Create a More Sustainable World. We have set goals for ourselves in these areas. For instance, by 2030, we hope to enable 10 million creators and makers to thrive in a changing world. In this age when industrial and technological innovations are rapidly changing the nature of work, we want to help employees and communities to gain the skills and expertise needed to create jobs, revitalize communities and build a better world for all by supporting STEAM (Science, Technology, Engineering, the Arts and Mathematics) education, vocational and trade skills and Makerspaces, and promote employee career mobility. In addition, by 2030, we also hope to innovate our products to enhance the lives of 500 million people and meet underserved societal needs, while improving the lifecycle impact of our products and sourcing on the environment and reducing supply chain emissions by 35%. Finally, we are creating a more sustainable world by becoming carbon-positive, eliminating landfilling, and reducing water use in water-stressed and scarce areas. This holistic approach considers all life-cycle stages including material procurement from supply chain partners, product design, manufacturing, distribution and transportation, product use, product service and end-of-life.
Using 2015 as a baseline, we set five-year measurable goals to reduce adverse impacts on our people and our planet while improving the sustainability of our products. We have maintained our ECOSMART™ commitment to reduce our environmental impacts by 20% by 2020. With respect to people, our goal is to have zero life-changing injuries by 2020. From an environmental perspective, we are working to reduce operational energy consumption, operational water consumption, operational waste generation and carbon emissions by 20%. We report our progress each year in our annual sustainability report. We believe we are currently on track to meet our 2020 goals.
In addition, we continue to advance our commitment to the communities where we live and work through philanthropic efforts such as donating the time of our people or participating in tool-sharing programs in connection with local disasters or emergencies. These are just some of the steps we have taken to work toward our goal of becoming a more purpose-driven organization, and we look forward to advancing this goal over the coming years with the support of our customers and our shareholders.
The Company has been recognized for its sustainability progress through its inclusion in the Dow Jones Sustainability North America Index for eight consecutive years, and in 2018 for the first time was included in the Dow Jones World Leader’s Index. The Company has been designated as a global leader by the Carbon Disclosure Project for six consecutive years, and in 2017 was ranked as one ofBarron’s100 Most Sustainable Companies.
To learn more about our sustainability efforts, please visit our website and view our annual sustainability reports athttps://www.stanleyblackanddecker.com/social-responsibility/our-mission.
Director Compensation
The Corporate Governance Committee is responsible for recommending compensation programs for our non-employee directors to the Board for approval. The Corporate Governance Committee periodically reviews director compensation against market data. Based on that review, the Corporate Governance Committee considers whether any changes in the amount or manner in which the Company compensates its non-employee directors is appropriate, and provides its recommendation to the full Board. During 2018, the Corporate Governance Committee reviewed an analysis of director compensation provided by Pay Governance and determined that non-employee director pay is currently aligned with the market median. 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.

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The compensation paid by the Company to its directors who are not employees of the Company or any of its subsidiaries consists of:
● an annual retainer of
$125,000;
● ~~an annual retainer of $125,000;~~

● a grant of Restricted Stock Units (“RSUs”) pursuant to the Company’s Restricted Stock Unit Plan for Non-Employee Directors valued, ~~at the time of grant, at $140,000; and~~
● ~~an allowance of up to $10,000 per year for Company products.~~
~~The Company pays additional fees to the non-employee directors who Chair the Board and Committees as follows:~~
● ~~Chairman of the Board: quarterly grants of Restricted Stock Units, with each grant valued at $50,000 on the date of grant;~~
● ~~Audit Committee and Compensation Committee Chairs: annual fee of $20,000; and~~
● ~~Corporate Governance Committee and the Finance and Pension Committee Chairs: annual fee of $15,000.~~
On January 22, 2018, the Board approved a proposal to include in the 2018 Omnibus Award Plan (the “2018 Plan”) an outside limitation of $750,000 on the amount of compensation that can be paid to any non-employee director in any year. If the Plan is approved, the maximum total compensation (as reflected in column h of the Director Compensation Table) payable to any director in any year would be $750,000. This limitation is not intended to serve as an increase to the amount of annual compensation that we currently pay our non-employee directors, and no changes were made to our existing non-employee director compensation arrangements; rather, this action was approved for the purpose of limiting the amount of compensation the Board can approve for its non-employee members each year.
Non-employee directors may defer any or all of their fees in the form of Company common stock or as cash accruing interest at the five-year Treasury bill rate. If the 2018 Plan is approved, non-employee directors will be eligible to participate in the 2018 Plan.
~~Director Compensation Table~~
~~The compensation paid to each of the Company’s non-employee directors during 2017 is as follows:~~
Name       Fees
Earned
or Paid
in Cash
($)       Stock
Awards
($)
Option
Awards
($)

Non-Equity
Incentive Plan
Compensation
($)       Change in
Pension Value
and
Non-qualified
Deferred
Compensation
Earnings
($)       All Other
Compensation
($)       Total
($)
(a) (b) (c) (d) (e) (f) (g) (h)
Andrea J. Ayers 125,000 140,000 0 0 0 0 265,000
George W. Buckley 125,000 340,000 0 0 0 10,000 475,000
Patrick D. Campbell 145,000 140,000 0 0 0 8,500 293,500
Carlos M. Cardoso 135,418 140,000 0 0 0 15,625 291,043
Robert B. Coutts 129,572 140,000 0 0 0 24,215 293,787
Debra A. Crew 125,000 140,000 0 0 0 10,000 275,000
Michael D. Hankin 125,000 140,000 0 0 0 10,537 275,537
Marianne M. Parrs 145,000 140,000 0 0 0 8,678 293,678
Robert L. Ryan 140,000 140,000 0 0 0 1,699 281,699
James H. Scholefield 25,685 0 0 0 0 1,743 27,428
~~Footnote to Column (b) of Director Compensation Table:~~
The amounts shown in this column include cash amounts that have been deferred pursuant to the Company’s Deferred Compensation Plan for Non-Employee Directors. Mr. Buckley defers his fees in the form of cash. Six of the directors defer their fees in the form of Company Common Stock. The grant date fair value associated with shares deposited to Directors’ Deferred Compensation Accounts during 2017 pursuant to their deferral elections, determined in accordance with FASB Codification Topic 718—Stock Compensation, was as follows: Ms. Ayers, $125,000; Mr. Campbell, $145,000; Ms. Crew, $125,000; Mr. Hankin, $125,000; Mr. Ryan, $140,000; and Mr. Scholefield, $25,685.

~~Footnote to Column (c) of Director Compensation Table:~~
The amount set forth in column (c) reflects the grant date fair value of 1,060 restricted share-based grants, with dividend equivalent rights, that were granted to each director on April 20, 2017. In the case of Mr. Buckley, the figure also reflects additional quarterly restricted share-based grants valued at $50,000 for his service as Chairman. These Awards are fully vested at the time of grant, at $140,000; and ~~entitle each recipient~~
● an allowance of up to $10,000 per year for Company products, as well as installation of a ~~cash payment equal to the market~~security system with a value of up to $50,000 and annual security monitoring with a ~~share~~value up to $3,000 for the Chairman of ~~Company common stock~~the Board.
The Company pays additional fees to the non-employee directors who chair the Board and Committees as follows:
● Chairman of the Board: quarterly grants of RSUs, with each grant valued at ~~the time of settlement plus accrued dividends from~~$50,000 on the date of ~~grant. The settlement date is~~grant;
● Audit Committee and Compensation Committee Chairs: annual fee of $20,000; and
● Corporate Governance Committee and 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~~Finance and Pension Committee Chairs: annual fee 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. The aggregate grant date fair value associated with the 2017 equity awards determined in accordance with FASB Codification Topic 718—Stock Compensation was $1,460,000.$15,000.
In connection with approving the Stanley Black & Decker 2018 Omnibus Award Plan (the “2018 Omnibus Award Plan”), the Board approved a cap of $750,000 as the maximum total compensation (including the grant date fair value of equity awards, as well as cash retainer fees) that may be paid to any non-employee director in any single fiscal year. The purpose of approving this cap was to establish clear guidelines as to the maximum value of compensation that can be paid to non-employee directors during any single fiscal year, but no changes were made to our non-employee director compensation program as a result of establishing this cap. The cap does not represent an increase in non-employee director compensation pay opportunities and the Board intends to continue to provide compensation to our non-employee directors that is consistent with market norms and peer group companies.
Non-employee directors may defer any or all of their fees in the form of Company common stock or as cash accruing interest at the five-year Treasury bill rate.
Director Compensation Table
The compensation paid to each of the Company’s non-employee directors during 2018 is as follows:
Name         Fees
Earned
or Paid
in Cash
($)         Stock
Awards
($)         Option
Awards
($)         Non-Equity
Incentive Plan
Compensation
($)         Change in
Pension Value
and
Non-Qualified
Deferred
Compensation
Earnings
($)         All Other
Compensation
($)         Total
($)
(a) (b) (c) (d) (e) (f) (g) (h)
Andrea J. Ayers 125,000 140,000 0 0 0 0 265,000
George W. Buckley 125,000 340,000 0 0 0 10,000 475,000
Patrick D. Campbell 145,000 140,000 0 0 0 2,652 287,652
Carlos M. Cardoso 140,000 140,000 0 0 0 49,922 329,922
Robert B. Coutts 125,000 140,000 0 0 0 26,223 291,223
Debra A. Crew 125,000 140,000 0 0 0 10,416 275,416
Michael D. Hankin 125,000 140,000 0 0 0 40,460 305,460
Marianne M. Parrs 145,000 140,000 0 0 0 9,574 294,574
Robert L. Ryan 140,000 140,000 0 0 0 25,760 305,760
James H. Scholefield 125,000 140,000 0 0 0 2,793 267,793
Dmitri L. Stockton 57,277 0 0 0 0 20,000 77,277
Footnote to Column (b) of Director Compensation Table:
The amounts shown in this column include cash amounts that have been deferred pursuant to the Company’s Deferred Compensation Plan for Non-Employee Directors. Mr. Buckley defers his fees in the form of cash. Seven of the directors defer their fees in the form of Company Common Stock. The grant date fair value associated with shares deposited to directors’ Deferred Compensation Accounts during 2018 pursuant to their deferral elections, determined in accordance with FASB Codification Topic 718—Stock Compensation, was as follows: Ms. Ayers, $125,000; Mr. Campbell, $145,000; Ms. Crew, $125,000; Mr. Hankin, $125,000; Mr. Ryan, $140,000; Mr. Scholefield, $125,000; and Mr. Stockton, $57,277.

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Footnote to Column (c) of Director Compensation Table:
The amount set forth in column (c) reflects the grant date fair value of 893 RSUs, with dividend equivalent rights, which were granted to each director on April 19, 2018. In the case of Mr. Buckley, the figure also reflects additional quarterly RSU grants valued at $50,000 each for his service as Chairman. These RSUs are fully vested at the time of grant and entitle each recipient to a cash payment equal to the market value of a share of Company common stock at the time of settlement plus accrued dividends from the date of grant. The settlement date is the date specified by the director as the date, or dates, on which distributions are to be made following the date on which the director ceases to be a director of the Company. Distributions may be made in a single lump sum in the first year following the termination of the director’s service or in up to ten equal annual installments, at the election of the director. The aggregate grant date fair value associated with the 2018 equity awards determined in accordance with FASB Codification Topic 718—Stock Compensation was $1,600,000.
Footnote to Column (g) of Director Compensation Table:
The amount set forth in column (g) reflects: (i) the incremental cost to the Company of providing products to the directors under the Directors Product Program; and (ii) amounts the Company contributed under its Matching Gift Program to match charitable contributions made by directors. Matching Gift payments made by the Company during 2018 were attributable as follows: Mr. Cardoso, $40,000; Mr. Coutts, $20,000; Ms. Crew, $10,000; Mr. Hankin, $35,000; Ms. Parrs, $6,000; Mr. Ryan, $20,000 and Mr. Stockton, $20,000. The Company’s Matching Gift Program applies to all employees, retirees and directors of the Company; pursuant to that Program, the Company matches up to $20,000 of total gifts made by a participant to qualified charitable organizations, and is reported in the proxy in the year the Company disbursed the funds. As a result, the Company match may exceed $20,000 in a particular fiscal year.
~~Footnote to Column (g) of Director Compensation Table:~~
The amount set forth in column (g) reflects (i) the cost to the Company of providing products to the Directors under the Directors Product Program; and (ii) amounts the Company contributed under its Matching Gift Program to match charitable contributions made by Directors. Matching Gift payments made by the Company during 2017 were attributable as follows: Mr. Campbell, $8,500; Mr. Cardoso, $10,000; Mr. Coutts, $20,000; Ms. Crew, $10,000; Mr. Hankin, $10,000; and Ms. Parrs, $6,000. The Company’s Matching Gift Program applies to all employees, retirees and directors of the Company; pursuant to that Program, the Company matches up to $20,000 of total gifts made by a participant to qualified charitable organizations.
Director Equity Award Table
The aggregate number of stock awards outstanding at fiscal year-end for each non-employee director is as follows:
Name        Aggregate Stock-Related Awards
Outstanding (#)
Andrea J. Ayers ~~3,502~~4,395
George W. Buckley ~~13,115~~15,435
Patrick D. Campbell ~~13,736~~14,629
Carlos M. Cardoso ~~15,736~~16,629
Robert B. Coutts ~~15,736~~16,629
Debra A. Crew ~~5,078~~5,971
Michael D. Hankin ~~2,211~~3,104
Marianne M. Parrs ~~15,736~~16,629
Robert L. Ryan ~~11,736~~12,629
James H. Scholefield 893
Dmitri L. Stockton 0
Footnote to Director Equity Award ~~Table~~Table:

The Aggregate Stock-Related Awards reported in the table above are ~~Restricted Stock Units~~RSUs awarded under the Company’s Restricted Stock Unit Plan for Non-Employee Directors. The terms of these awards are described above in footnote (c) to the ~~Directors’~~Director Compensation Table. Non-employee directors are not eligible to receive stock options under the Company’s existing equity plans.
~~Stock Ownership Policy for Non-Employee Directors.~~~~The Board maintains a Stock Ownership Policy for Non-Employee Directors, a copy of which can be found on the “Corporate Governance” section of the Company’s website atwww.stanleyblackanddecker.com~~. Pursuant to that policy, Directors are required to acquire, and maintain in accordance with the Policy, shares having a value equal to 500% of the annual cash retainer within five years of becoming a director. Directors are expected to defer their fees in the form of Company common stock until they have met this requirement.
Security Ownership of Certain Beneficial Owners
No person or group, to the knowledge of the Company, owned beneficially more than five percent of the outstanding common stock of the Company as of February ~~16, 2018,~~15, 2019, except as shown in this table.
(1) Title of class       (2) Name and address of
beneficial owner       (3) Amount and nature of
beneficial ownership       (4) Percent of
class
Common Stock BlackRock, Inc. 10,065,546       (8,548,705 sole voting power; 6.6%
$2.50 par value 55 East 52^ndStreet 10,065,546 sole dispositive power)
New York, NY 10055

Common Stock JP Morgan Chase & Co. 11,437,814 (9,959,224 sole voting power; 7.4%
$2.50 par value 270 Park Avenue 95,533 shared voting power;
New York, NY 10017 11,249,168 sole dispositive power;
184,183 shared dispositive power)

Common Stock The Vanguard Group 11,766,575 (216,743 sole voting power; 7.67%
$2.50 par value 100 Vanguard Blvd. 33,902 shared voting power;
Malvern, PA 19355 11,521,433 sole dispositive power;
245,142 shared dispositive power)
(1) Title of class        (2) Name and address of
beneficial owner        (3) Amount and nature of
beneficial ownership        (4) Percent of
class
Common Stock
$2.50 par value BlackRock, Inc.
55 East 52^ndStreet
New York, NY 10055 9,723,341        (8,221,264 sole voting power;
0 shared voting power;
9,723,341 sole dispositive power;
0 shared dispositive power) 6.4%

Common Stock
$2.50 par value JP Morgan Chase & Co.
270 Park Avenue
New York, NY 10017 10,819,755 (9,538,774 sole voting power;
44,801 shared voting power;
10,727,319 sole dispositive power;
87,742 shared dispositive power) 7.1%

Common Stock
$2.50 par value The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355 12,221,385 (175,986 sole voting power;
31,418 shared voting power;
12,016,716 sole dispositive power;
204,669 shared dispositive power) 8.09%

*
The information in the foregoing table is drawn from Schedule 13G reports filed with the Securities and Exchange Commission on or before February ~~16, 2018.~~15, 2019.

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Security Ownership of Directors and Officers
Except as reflected in the table below, no director, nominee, or executive officer owns more than 1% of the outstanding common stock of the Company. As of February ~~16, 2018,~~15, 2019, the executive officers, nominees, and directors as a group owned beneficially ~~0.69%~~1.03% of the outstanding common stock. The following table sets forth information regarding beneficial ownership as of February ~~16, 2018,~~15, 2019, with respect to the shareholdings of the directors, nominees for director, each of the executive officers named in the table on page ~~32,~~37, and all directors, nominees for director, and executive officers as a group. Except as noted below, the named individual has sole voting and investment power with respect to the shares shown.
Name       Common Shares
Owned             Percent of
Class Owned       Common Shares
Owned             Percent of
Class Owned
Donald Allan, Jr. 112,264 (1)(6) * 262,408 (1)(2)(6) *
Jeffery D. Ansell 28,849 (1)(4) * 90,952 (1)(4) *
Andrea J. Ayers 3,389 (3) * 4,350 (3) *
George W. Buckley 15,351 * 15,351 *
Patrick D. Campbell 16,700 (3) * 18,052 (3) *
Carlos M. Cardoso 14,271 (3) * 14,536 (3) *
Robert B. Coutts 18,333 (3) * 18,673 (3) *
Debra A. Crew 4,937 (3) * 5,927 (3) *
Michael D. Hankin 2,525 (3) * 4,710 (3) *
Janet M. Link 0 *
James M. Loree 591,850 (1)(2)(4) * 751,015 (1)(2)(4) *
Marianne M. Parrs 8,547 (3)(5) * 8,631 (3)(5) *
Jaime A. Ramirez 81,225 (1)(4) *
Robert L. Ryan 13,740 (3)(5) * 14,962 (3)(5) *
James H. Scholefield 154 (3) * 1,055 (3) *
Dmitri L. Stockton 436 (3) *
John H. Wyatt 99,265 (1)(2) * 127,177 (1)(2) *
Directors, nominees and executive officers as a group (17 persons) 1,065,505 (1)–(6) 0.69%
Directors, nominees and executive officers as a group (19 persons) 1,556,710 (1)–(6) 1.03%

*
Less than 1%
(1)
Includes shares that may be acquired through the exercise of stock options on or before April ~~19, 2018~~16, 2019 as follows: ~~Mr.Allan,71,250; Mr.Ansell, 31,250; Mr.Loree, 263,549; Mr.Wyatt, 43,750;~~Mr. Allan, 93,750; Mr. Ansell, 53,750; Mr. Loree, 358,349; Mr. Ramirez, 67,500; Mr. Wyatt, 56,250; and all executive officers as a group, ~~489,868.~~690,918. Includes ~~estimated~~ net after-tax shares ~~to be~~ delivered on ~~or about March 5, 2018,~~February 25, 2019, pursuant to the Company’s ~~2015~~2016 – ~~2017~~2018 performance award program as follows: ~~Mr.Allan, 7,418; Mr.Ansell, 7,179; Mr.Loree, 19,740;~~Mr. Allan, 6,949; Mr. Ansell, 6,790; Mr. Loree, 16,758; Mr. Ramirez, 3,607; Mr. Wyatt, ~~3,098;~~4,138; and all executive officers as a group, ~~43,867.~~43,649.
(2)
Includes stock options that would vest upon retirement prior to April ~~19, 2018~~16, 2019 as follows: Mr. Allan, 61,250; Mr. Loree, ~~265,650;~~245,850; Mr. Wyatt, ~~33,750;~~36,250; and all executive officers as a group, ~~340,859.~~384,809. Includes RSUs that would vest upon retirement prior to April ~~19, 2018~~16, 2019 as follows: Mr. Allan, 26,574; Mr. Loree, ~~32,045;~~34,128; Mr. Wyatt, ~~16,240;~~6,819; and all executive officers as a group, ~~56,497.~~75,396.
(3)
Includes the share accounts maintained by the Company for those of its directors who have deferred director fees in the form of Company common stock as follows: Ms. Ayers, ~~3,389;~~4,350; Mr. Campbell, ~~16,700;~~18,052; Mr. Cardoso, ~~14,271;~~14,536; Mr. Coutts, ~~18,333;~~18,673; Ms. Crew, ~~4,937;~~5,927; Mr. Hankin ~~1,625;~~2,553; Ms. Parrs, ~~4,547;~~4,631; Mr. Ryan, ~~11,679;~~12,901; Mr. Scholefield, ~~154;~~1,055; Mr. Stockton, 436; and all directors as a group, ~~75,635.~~83,114.
(4)
Includes shares held as of February ~~16, 2018~~15, 2019 under the Company’s savings plan (the Stanley Black & Decker Retirement Account Plan),as follows: Mr. Ansell, ~~1,340;~~1,373; Mr. Loree, ~~717;~~735; Mr. Ramirez, 5, and all executive officers as a group, ~~2,065.~~3,394.
(5)
Includes shares held through revocable trusts as follows: Mr. Ryan, 2,061; and shares held through Grantor Retained Annuity Trusts as follows: Ms. Parrs, 700.
(6)
Includes ~~restricted share unit~~RSU accounts maintained by the Company as follows: Mr. Allan, 4,000; and all executive officers as a group, 4,000.

Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon our review of the reports filed for fiscal year 2018, we believe that all Section 16(a) reports were filed on a timely basis for fiscal year 2018.
Audit Committee Report
In connection with the financial statements for the fiscal year ending December ~~30, 2017,~~29, 2018, the Audit Committee: reviewed and discussed the audited financial statements with management; discussed with the Company’s independent registered public accounting firm, Ernst & Young LLP, the acceptability and quality of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements and other matters required to be discussed by the Statement on Auditing Standards No. ~~61,~~1301, as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T; has received the written disclosures and the letter from Ernst & Young required by applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young’s communications with the Audit Committee concerning independence; has considered the compatibility of non-audit services with Ernst & Young’s independence; and has discussed Ernst & Young’s independence with Ernst & ~~Young.~~Young, including whether the firm’s

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provision of other non-audit related services to the Company is compatible with maintaining such auditors’ 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 the last fiscal year for filing with the Securities and Exchange Commission.
Audit Committee

~~Marianne M. Parrs~~ Patrick D. Campbell (Chair)
George W. Buckley
~~Patrick D. Campbell~~
Michael D. Hankin
James H. Scholefield
Dmitri L. Stockton
The information contained in this report shall not be deemed to be “soliciting material” or “ filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically incorporated it by reference into a document filed under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act.
Compensation and Talent Development Committee Report
The Compensation and Talent Development Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on this review and discussion, the Compensation and Talent Development Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement and incorporated by reference into its Annual Report on Form 10-K.
Compensation and Talent Development Committee

~~Patrick D. Campbell (Chair)~~
Andrea J. Ayers (Chair)
George W. Buckley
Patrick D. Campbell
Robert B. Coutts
~~Marianne M. Parrs~~
The information contained in this report shall not be deemed to be “soliciting material” or “ filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically incorporated it by reference into a document filed under the Securities Act or the Exchange Act.
Compensation Committee Interlocks and Insider Participation
During fiscal year 2018, all of the members of the Compensation and Talent Development Committee were independent directors and no member was an employee or former employee of the Company. The Compensation Committee did not, and does not currently, have any interlocks or insider participation ~~requiring~~that would require disclosure under ~~the SEC’s executive compensation rules.~~Item 407(e)(4) of Regulation S-K.

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~~EXECUTIVE~~ COMPENSATION DISCUSSION & ANALYSIS
This Compensation Discussion & Analysis (“CD&A”) provides an overview and explanation of:
● our compensation programs and policies for our 2018 named executive officers;
● the material compensation decisions made by the Compensation Committee under those programs and policies; and
● the material factors that the Compensation Committee considered in making those decisions.
For the fiscal year ending December 29, 2018, the individuals who served as Chief Executive Officer or Chief Financial Officer of the Company and the three most highly compensated executive officers of the Company serving as such at the end of the fiscal year ending December 29, 2018, other than those two individuals (collectively our “named executive officers”) are:
Officer Title
James M. Loree President & Chief Executive Officer (“CEO”)
Donald Allan, Jr. Executive Vice President & Chief Financial Officer (“CFO”)
Jeffery D. Ansell Executive Vice President & President, Tools & Storage
Jaime A. Ramirez Senior Vice President & President, Global Emerging Markets
John H. Wyatt President, STANLEY Engineered Fastening
EXECUTIVE SUMMARY
Fiscal ~~2017~~2018 Business Highlights
● Total revenue was $14.0 billion, up 8% versus prior year, with 5% organic growth.*
● The Company’s GAAP diluted EPS was $3.99 compared to $8.05 in 2017. Both periods included acquisition-related and other charges and 2017 included a gain from the divestiture of the majority of the mechanical security business. Excluding these amounts, adjusted diluted EPS was $8.15 in 2018 versus $7.46 in 2017. Despite absorbing approximately $370 million in external headwinds from commodity inflation, foreign currency and new tariffs, the Company was able to achieve adjusted diluted EPS growth of 9% versus the prior year.**
● The Company returned approximately $900 million to shareholders through share repurchases, along with a strong and growing dividend.
● From a portfolio perspective, the Company completed the Nelson Fasteners acquisition and announced the IES Attachments transaction and the acquisition of a 20% interest in MTD Products.
● While the 2018 stock price performance was impacted by the aforementioned external headwinds, reflecting a decrease of approximately 30% from year-end 2017, our strategy, SFS 2.0 operating system and balanced approach to capital allocation has resulted in strong shareholder returns in excess of the S&P 500 over the long term.

* Organic growth is defined as total sales growth less the sales of companies acquired and divested in the past twelve months and any foreign currency impacts.
** See Appendix A for a reconciliation of GAAP diluted EPS to adjusted diluted EPS.
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~~The Company delivered record GAAP diluted EPS~~Table of $8.04 during 2017. Performance on other metrics also was strong, with revenue reaching $12.7 billion, organic sales growth at 7%, and continued strong operating cash flow. This robust performance is reflected in our share price, which increased from a closing price of $114.69 on the last day of the 2016 fiscal year to $169.69 on the last day of the 2017 fiscal year. Our strong performance has allowed us to return capital to our shareholders through a dividend increase in a year in which we also completed the acquisitions of the Craftsman^®~~brand and the Newell Tools business, and translated into a total shareholder return (“TSR”) of 50% for the 2017 fiscal year.~~Contents
Performance Over the Last Three Years

~~Revenue~~
*~~(in Billions)~~
~~Share Price~~
~~EPS~~
(See Appendix A for a reconciliation of GAAP ~~Diluted)~~
~~Total~~
~~Shareholder Return~~

*
~~For executive compensation purposes, 2017~~ diluted EPS ~~is $7.45. This excludes the $0.59 net favorable impact from divestitures, partially offset by acquisition-related charges and a net tax charge pertaining~~ to ~~the recently enacted U.S. tax legislation.~~
adjusted diluted EPS.

15

Our Pay-for-Performance Philosophy
Our compensation programs are designed to incentivize our employees to achieve or exceed objective financial goals established for the Company and deliver superior returns to our shareholders. As depicted in the charts below, ~~approximately 75% – 90%~~79–89% of our executives’ target compensation opportunity was variable and tied directly to the achievement of financial goals or share price performance. The result of this compensation philosophy has been strong ~~pay for performance~~pay-for-performance alignment as described below.
President & CEO Other NEOs

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The ~~rewards~~incentive compensation earned by our executives in ~~2017 reflect~~2018 reflects our financial performance and achievement relative to our pre-established goals, including:
○●
Pay Opportunity:Total compensation opportunity, and the individual components thereof, for our named executive officers, isare generally targeted to andreasonably aligned with the 50^thpercentile of our Compensation Peer Group (as defined on pages ~~18-19)~~23-24). Individual total compensation opportunities may exceed or trail the median for a variety of reasons,including performance considerations, experience level, length of service in current position, ~~additionalresponsibilities,~~additional responsibilities, value to the Company beyond the core job description, or retention risk as assessed by ~~theCompensation~~the Compensation Committee.
○●
Pay and Performance:Considering all elements of compensation (salary, annual incentives, performance units, time-vesting stock options and RSUs, and an annualized portion of any long-term retention grants), our executives’ pay is strongly aligned with our compensation philosophy as well as our operational and TSR performance, measured relative to our ~~compensation peer group.~~ Compensation Peer Group.

● An October ~~2017~~2018 analysis of ~~CEO~~our CEO’s realizable pay*, as a percentage of targeted pay opportunity and reflecting results for the most recently available three-year period ~~(2014~~(2015 – ~~2016)~~2017), showed strong alignment with our TSR performance.
● In ~~this~~that 2015 – 2017 three-year period, ~~in which~~ our TSR and pro-forma composite financial performance (based on EPS growth, cash flow multiple and cash flow return on investment) were at the 84^thand 60^thpercentile of our Compensation Peer Group (determined by averaging TSR, EPS growth, cash flow multiple and cash flow return on investment for each company) ~~were at the 89th and 67th percentile of~~, respectively, while our ~~Compensation Peer Group, respectively, CEO~~CEO’s realizable pay was at the 7872^thndpercentile of our Compensation Peer Group.

● The Company’s TSR performance for the 2016 – 2018 three-year period is weaker than the 2015 – 2017 period and, accordingly, our CEO’s pay for the same period is commensurately lower. Mr. Loree’s 2018 total compensation as reported in the Summary Compensation Table is $13.6 million, reflecting a 16% reduction compared to his reported 2017 total compensation of $16.2 million.

*
Realizable pay is defined as the sum of the base salary, actual bonus paid, and ~~long term~~long-term incentive payouts over the ~~three year~~three-year measurement period, plus the value of equity awards at the closing stock price on the last day of the measurement period.

Incentive Compensation
Below is a description of the incentive-based elements of our executive compensation program:
●Compensation Element
Awards
Page
Reference
Annual Incentive Compensation –
Management Incentive
Compensation Plan (“MICP”)
Awards ~~(“MICP Awards”):The Company’s performance in 2017 resulted in a weighted~~ Weighted payout across all measures ~~ranging~~ranges from ~~158.4% – 179.2%~~95.2% to 132.4% of target bonus opportunity for ~~the Company’s~~ named executive officers ~~as detailed on pages 26-27.~~
Page 29
●
Long-Term Incentives –
Performance ~~Units:~~Units~~The Company’s performance during the 2015 – 2017 performance cycle resulted in a weighted~~
Weighted average goal achievement across all measures of ~~166.7%~~128.4% of target ~~as detailed on page 26. Over this three-year~~for our CEO and 152.9% of target for the other named executive officers for the 2016 – 2018 performance ~~period we achieved TSR at the 86~~^th~~percentile of our LTIP Peer Group (as defined on page 22).~~
cycle Page 33
●
Long-Term ~~Incentives –~~Incentives: Time
Based Stock Awards ~~(Restricted~~ (RSUs) and
Stock ~~Units) and Stock Options:~~Options~~We also provide our executives an annual equity grant, comprised of time-vested restricted stock units~~
RSU and stock ~~options, which~~option grant represents, ~~approximately one-third~~on average, one third of ~~the~~ annual total compensation opportunity for ~~our~~ named executive officers on average, and supports the retention and stability goals within our program while also maintaining alignment with shareholders as the value of restricted stock units and stock options is tied to our share price.
Pages 32-33

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Strong Governance Practices
Our Compensation Committee has implemented executive compensation policies and practices that align with market-leading best practices:
✓ Robust stock ownership guidelines of 6x base salary for our Chief Executive Officer, 5x for our Chief Financial Officer, and 3x for all other executive ~~officers.~~officers
✓
~~Holding period requirement~~“Hold Until Met” stock ownership policy requires 100% retention of ~~one year after vesting~~shares (net of ~~restricted~~applicable taxes) until minimum stock ~~units or the exercise of stock options~~ownership levels are met to further align executive ownership with shareholder ~~returns.~~returns
✓
Effective in December 2018, the Company ~~will not enter into change-in-control severance arrangements that contain excise~~has eliminated all tax gross-ups from current change in control arrangements and does not provide tax gross-ups on ~~perquisites.~~perquisites
✓
Double trigger vesting provisions requiring both the occurrence of a change in control of the Company and termination of employment in order for replacement awards to vest under our annual Management Incentive ~~Compensation Plan and our Long-Term Incentive Compensation Plan.~~
✓
Compensation Plan and our 2018 Omnibus Award Plan Compensation program risk assessment conducted annually and reviewed by the Compensation ~~Committee.~~Committee
✓
Policy regarding forfeiture of incentive awards in the event of a financial restatement under certain ~~circumstances.~~circumstances
✓
Policies ~~prohibiting~~against hedging ~~and discouraging~~or pledging of Company ~~stock.~~stock
✓
Executive total compensation opportunity is benchmarked at the 50th percentile of our Compensation Peer ~~Group.~~Group
✓
CEO long-term incentive compensation mix historically has been at least 50% performance ~~units.~~units
✓
Dividend equivalents are paid on equity compensation awards only ifto the extent the underlying award is earned or ~~vested.~~vested
✓
~~Our current 2013 Long-Term Incentive Compensation Plan and proposed~~ 2018 Omnibus Award Plan expressly ~~prohibit~~prohibits option re-pricing and cash buyouts of “out-of-the-money” options without shareholder ~~approval.~~approval
✓
Realizable pay analysis is conducted to demonstrate the impact of performance on pay actually realizable to our ~~Named Executive Officers.~~named executive officers
Shareholder Engagement
We place a high priority on regular, year-round proactive engagement with our shareholders to better understand their perspectives about our Company and the market generally. During 2018, we reached out to shareholders representing approximately 43% of our shares outstanding to engage with us on a broad range of corporate governance matters including board composition and structure, risk management, sustainability, innovation and strategy, as well as our executive compensation program.
The feedback we received from shareholders was evaluated by management and shared with the Board and the input we received has enabled us to better understand our shareholders’ priorities and evaluate and improve our governance practices. We continually incorporate shareholder feedback into the review of our governance practices and we have clarified certain disclosures relating to our compensation program, among other matters, as a result of our engagement process. As reflected by the track record of our Say on Pay vote over the past three years, shareholders are generally supportive of our executive compensation programs. In addition, in connection with entering into new change in control agreements with certain NEOs during December 2018, the Compensation Committee made the decision to completely eliminate all excise tax gross-ups from current change in control agreements with executive officers. We are committed to maintaining an open dialogue with our shareholders and a robust engagement program.
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Say on Pay Advisory Vote Outcome
~~The Board has reviewed current views on~~In addition to reviewing corporate governance best practices and ~~the results of~~incorporating feedback received through our ~~Say on Pay vote in each of~~shareholder engagement, the last three years, in which at least 92% of those who voted supported our Say on Pay proposal, and determined that our executive compensation programs are designed to reward pay for performance and are supported by our shareholders. The Compensation Committee considers the results of the Say on Pay advisory vote, among other factors, in making ~~its~~ compensation decisions for the following year. ~~Based~~The Board reviewed the results of our Say on ~~the strong~~Pay votes, which reflect an average of 93.6% of shareholder votes cast on our Say on Pay in support ~~for~~of our executive compensation programs over the ~~last~~past three ~~years, and~~years. The Board believes that this substantial majority of votes cast affirms shareholders’ recognition of our strong alignment of pay with performance, ~~the Compensation Committee has~~and did not ~~made any~~make significant changes to our executive compensation ~~programs.~~
~~At the 2017 Annual Meeting, our shareholders voted to hold~~program as a direct result of last year’s Say on Pay ~~vote on an annual basis, which was consistent with the Board’s recommendation on that proposal. Accordingly, at the 2018 Annual Meeting, we will again hold an~~ advisory vote to approve executive compensation. The Compensation Committee will continue to consider the results of these advisory votes in the governance and design of executive compensation programs as it evaluates what is in the best interest of the Company’s shareholders.

17

vote.
~~COMPENSATION DISCUSSION & ANALYSIS~~
~~This Compensation Discussion & Analysis (this “CD&A”) provides an overview and explanation of:~~
●
~~our compensation programs and policies for our named executive officers;~~
●
~~the material compensation decisions made by the Compensation Committee under those programs and policies; and~~
●
~~the material factors that the Compensation Committee considered in making those decisions.~~
HOW WE DETERMINE EXECUTIVE COMPENSATION
Our Compensation Philosophy & Goals
The philosophy underlying our executive compensation program is to provide a competitive, performance-based compensation package that allows us to attract, motivate and retain high caliber executives who drive the Company’s success. The primary tenets of our executive compensation philosophy are:
●
Competitive Pay Position.~~Target~~Total target compensation, isand the individual components thereof, are generally aligned with competitive median levels using Compensation Peer Group data and published surveys. Focusing on the market median, ~~while giving~~but providing the Compensation Committee the flexibility to set individual executive compensation ~~opportunity~~opportunities consistent with individual circumstances and providing executives the opportunity to earn more (or less) than this target amount based on Company performance, helps to ensure that the Company can attract and retain the high caliber executive talent it seeks and pay ~~them~~these executives commensurate with the value that they provide to the Company.

●
Pay for Performance.A significant portion of annual and long-term compensation is variable, dependent on and directly linked to Company financial ~~and~~performance, including achievement relative to our Compensation Peer ~~Group performance.~~Group. The annual incentive plan goals align with our earnings guidance while the three-year performance plan goals are linked to our strategic framework and long-term financial objectives.

●
Alignment with Shareholder ~~Interests.~~Interests~~Interests of executives~~. Our executives’ interests are aligned with the long-term interests of our shareholders through stock-based compensation, stock ownership requirements, and performance metrics that drive shareholder value.

●
Pay Mix.Base salaries are ~~based on~~determined according to market conditions and each executive’s level of responsibility, talent and experience. The mix of compensation between base salary, annual ~~management~~ incentive compensation and long-term incentive ~~awards~~compensation is ~~targeted~~designed to focus our executives on both short-and longer-term objectives as prioritized by the Board.
In 2017, the Compensation Committee reviewed market data and other information presented by Pay Governance LLC (“Pay Governance”), its compensation consultant, and by Willis Towers Watson. Willis Towers Watson has been engaged by the Company to provide actuarial services and perform certain other calculations that are shared with the Compensation Committee and Pay Governance for use in their analyses. The Compensation Committee found that, on average for the named executive officers, annual compensation (at target opportunity) was aligned with the intended median positioning.
Use of Peer Companies and Benchmarking
In 2018, the Compensation Committee reviewed market data and other information presented by Pay Governance, its independent compensation consultant. Pay Governance’s role in the executive compensation-setting process is described in greater detail under the heading “Role of Independent Compensation Consultant” on page 26. In addition, management engaged Willis Towers Watson to provide actuarial services and perform certain other calculations that are shared with the Compensation Committee and Pay Governance for use in their analyses.
Our Compensation Committee, in consultation with Pay Governance, determines which companies should be included in our ~~Peer Group~~peer group for ~~compensation~~compensation-setting and design purposes (the “Compensation Peer Group”) based on several ~~factors,~~criteria, including ~~the~~ industry, revenue, market capitalization and labor market. The Compensation Committee annually reviews market data compiled by Willis Towers Watson to ensure that compensation levels are in line with the Compensation Peer Group.
~~The primary set of market data provided~~ No changes were made to ~~the Compensation Committee in 2016 came from the compensation information publicly filed by the companies listed below under the column headed 2016 Compensation Peer Group. Our~~our Compensation Peer Group ~~was modified in 2017 to remove Tyco International, which was acquired by Johnson Controls in 2016, and to add 3M Company, Fortive Corporation, Honeywell International Inc. and Pentair plc.~~
~~The median 2017 revenue of the 2017 Compensation Peer Group was $14.3 billion, and the median market cap as of the end of 2017 was $22.9 billion, as compared to 2017 revenue~~ for ~~the Company of $12.7 billion and market cap for the Company at the end of 2017 of $26.1 billion.~~2018.
18

~~Company~~ ~~2016 Compensation Peer Group~~ ~~2017 Compensation Peer Group~~
~~3M Company~~ ✓
~~Cummins, Inc.~~ ✓ ✓
~~Danaher Corp.~~ ✓ ✓
~~Dover Corp.~~ ✓ ✓
~~Eaton Corporation plc~~ ✓ ✓
~~Emerson Electric Co.~~ ✓ ✓
~~Fortive Corporation~~ ✓
~~Honeywell International, Inc.~~ ✓
~~Illinois Tool Works, Inc.~~ ✓ ✓
~~Ingersoll-Rand plc~~ ✓ ✓
~~Masco Corp.~~ ✓ ✓
~~Newell Brands Inc.~~ ✓ ✓
~~Parker Hannifin Corporation~~ ✓ ✓
~~Pentair plc~~ ✓
~~Rockwell Automation, Inc.~~ ✓ ✓
~~The Sherwin-Williams Company~~ ✓ ✓
~~Textron Inc.~~ ✓ ✓
~~Tyco International~~ ✓ ~~acquired~~
~~W.W. Grainger, Inc.~~ ✓ ✓
~~Whirlpool Corp.~~ ✓ ✓
The data derived from the Compensation Peer Group ~~create~~inform ranges of compensation ~~values~~ that the Compensation Committee then considers in setting executive salary levels and incentive opportunities that are consistent with the Company’s overall objectives. The published survey benchmark data reviewed by the Compensation Committee are statistical summaries of the pay practices at these companies and are not representative of the compensation levels at any one organization.
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The Compensation Committee found that, on average, annual compensation (at target opportunity) for our named executive officers was aligned with the intended median positioning level of the Compensation Peer Group.
The median 2018 revenue of the 2018 Compensation Peer Group was $14.8 billion, and the median market cap of the 2018 Compensation Peer Group as of the end of 2018 was $21.1 billion, as compared to 2018 revenue for the Company of $14.0 billion and market cap for the Company at the end of 2018 of $17.6 billion.
2017 and 2018 Compensation Peer Group
3M Company
Cummins, Inc.
Danaher Corp.
Dover Corp.
Eaton Corporation plc
Emerson Electric Co.
Fortive Corporation
Honeywell International, Inc.
Illinois Tool Works, Inc.
Ingersoll-Rand plc
Masco Corp.
Newell Brands Inc.
Parker Hannifin Corporation
Pentair plc
Rockwell Automation, Inc.
The Sherwin-Williams Company
Textron Inc.
W.W. Grainger, Inc.
Whirlpool Corp.
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Role & Process of the Compensation Committee
In developing and maintaining appropriate compensation programs and target compensation levels for our executive officers, including our named executive officers, the Compensation Committee:

Annually reviews and evaluates detailed compensation data for each named executive officer, including:
●~~an overview of~~ annual compensation and benefit values,

●the value of all outstanding equity awards,

●the accrued value of retirement benefits, and

●the amount of the Company’s obligations in the event the executive’s employment terminates under various circumstances.

Annually Monitors and
Evaluates Executive
~~Executive~~ Compensation

Annually reviews actual compensation received by the named executive officers and compensation realizable by our named executive officers in relation to Company performance during the same time periods.
Based on the results of this assessment and within the broader framework of the Company’s annual and long-term financial results, assesses, in consultation with Pay Governance, whether the Company’s incentive programs are ~~working as intended and~~appropriately paying for performance.
Annually Reviews the
Company’s Pay
and Financial
Performance Alignment

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Regularly discusses compensation matters, other than those pertaining to the Chief Executive Officer, with our Chief Executive Officer and other management representatives.
Meets in executive session with Pay Governance, without management present, to evaluate management’s input.
Solicits comments from other Board members regarding its recommendations at regularly scheduled Board meetings.

Regularly Discusses Compensation
Matters

~~Establishes~~

Annually establishes performance goals for our ~~performance~~performance-based award programs, ~~during the first quarter of a performance cycle,~~ taking into account:
●recommendations byfrom management based on the Company’s historical performance, strategic direction, and anticipated future operating budget,

●the Company’s strategic business plan and operating budget, including alignment with long-term financial objectives, and

●the anticipated degree of difficulty in achieving ~~those~~the performance goals.
~~Presents approved~~Approves goals, toin consultation with the Board, ~~when~~once satisfied that ~~they~~performance goals are set at reasonable but appropriately challenging levels.

In Consultation with
the Board, Establishes
Performance Goals for the
Company’s Short-Term and
Long-Term ~~Performance~~Performance-
Based Award Programs

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Role of Independent Compensation Consultant
To enhance the Compensation Committee’s ability to perform its responsibilities, the Compensation Committee has retained Pay Governance, an independent compensation consultant, to advise on executive compensation issues since October 2011.
As an independent advisor to the Compensation Committee, Pay Governance:
● ~~reviewed~~reviews the total compensation strategy and pay levels for the Company’s named executive officers;

● ~~examined~~examines all aspects of the Company’s executive compensation programs to ensure ~~their ongoing~~the programs continue to support of the Company’s business strategy;

● ~~informed~~informs the Compensation Committee of developing legal and regulatory considerations affecting executive compensation and benefit programs; and

● ~~provided~~provides general advice to the Compensation Committee with respect to compensation decisions pertaining to the Chief Executive Officer and senior executives.
In addition to the services provided to the Compensation Committee, Pay Governance periodically provides information and advice to the Corporate Governance Committee regarding the compensation of the Company’s ~~independent~~non-employee directors. Pay Governance provides no other services to the Company. As described in more detail on page 9,12, the Compensation Committee has determined that Pay Governance is independent and that there is no conflict of interest between Pay Governance and the Compensation Committee or the Company.
DISCUSSION OF OUR ~~2017~~2018 EXECUTIVE COMPENSATION PROGRAM
~~Compensation Basics &~~ Elements of Compensation
The purpose of our executive compensation program is to attract and retain talent and to reward our executives for performance that benefits the Company and its shareholders. To that end, we seek to compensate our executives in a manner that:
●
is competitive;

● rewards performance that creates shareholder value and aligns with our strategic framework, while maintaining an appropriate balance between profitability and operational stability; and

● encourages executives to drive efficiencies by using capital judiciously.

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The Compensation Committee believes that a significant portion of each executive officer’s compensation opportunity should be variable in order to ensure that median or above median compensation is delivered only when business results are strong and we have created value for our shareholders.
Compensation Element Link to Philosophy Key Features
Base Salary
Rewards the skill and expertise that our executive officers contribute to the Company on a day-to-day basis
Aligned with median market levels
Individual salaries may exceed or trail the median for a variety of reasons, including performance considerations, level of experience, ~~level,~~ length of service in current position, additional responsibilities, geographic location, value to the Company beyond the core job description, orand retention risk
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Table of Contents

Compensation Element
Link to Philosophy Key Features
Annual Incentive
Compensation under ~~Management Incentive Compensation Plan~~
MICP (Cash)
Balances the complementary short-term goals of profitability and operational stability
Encourages our executives to maximize profitability, growth &and efficiency
Target awards set as a percentage of each officer’s base salary in effect at the beginning of the performance period
Payouts vary from 0% to 200% of target bonus opportunity depending on actual performance during the performance period
Metrics and weights established by the Compensation Committee at the beginning of the performance period
~~2017~~2018 Corporate Metrics:
●~~Diluted earnings per share~~Adjusted diluted EPS (“EPS”)*weighted at 50%
●Cash flow multiple(operating cash flow less capital expenditures divided by net earnings) weighted at 25%
●Organic sales growth(sales growth excluding foreign exchange and acquisition/divestiture impacts) weighted at 25%
Payouts for executives with responsibility for specific business units based on business unit performance metrics as well as corporate ~~metrics.~~
metrics
No payout for a particular MICP metric if actual performance falls below threshold
level
*       See Appendix A for a reconciliation of GAAP dilutedEPS to adjusted diluted EPS

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Long-Term Incentive
Compensation ~~Element~~(Equity) ~~Link to Philosophy~~ ~~Key Features~~
~~Long-Term Incentive Compensation (Equity)~~
Incentivizes executives to achieve sustainable performance results and maximize growth, efficiency and long-term shareholder value creation
Mix of stock options, RSUs and performance units places a substantial portion of compensation at risk and effectively links equity compensation ~~values~~ to shareholder value creation and financial results
Stock Options & RSUs
Stock options and time-based ~~restricted stock units (“RSUs”)~~RSUs reward management for successful share price appreciation, align their interests with shareholders and bolster retention
Stock Options & RSUs:
Vest in four equal installments on each of the first four anniversaries of the grant date
Stock options expire 10 years from the grant date
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Compensation Element Link to Philosophy Key Features
Performance Units
Performance units link pay with performance and align management’s interests with the Company’s strategic initiatives
Performance Units:
Earned or forfeited following the conclusion of a ~~3-year~~three-year performance cycle based on the achievement of the following pre-established ~~goals as follows:~~goals:
●Cash flow return on investment (“~~CFROI~~CFROI”)”) weighted at 40%;

●EPS~~growth~~ weighted at 35% (see page 30 for EPS computation description); and

●Relative TSR(measured against LTIP Peer ~~Group)~~Group as defined below) weighted at 25%
CFROI and EPS performance measured annually
For the 2016 – 2018 and 2017 – 2019 performance cycles, EPS and CFROI goals were weighted such that achievement in the first and second years carried more weight than achievement in the third year of the cycle; for the 2018 – 2020 performance cycle, EPS and CFROI goals are weighted equally for each of the three years of the performance cycle
Relative TSR measured based on ~~three year~~three-year cumulative goal vs. LTIP ~~Peers~~Peer Group
~~Design~~Program design recognizes that stock returns typically take longer to develop ~~versus~~than earnings and that relative TSR, while an important assessment of long-term performance, is less directly influenced by our management team
See page 30 below for a discussion of this calculation
Base Salary
The table below sets forth the base salaries of our named executive officers as of December 29, 2018, compared to the base salaries as of December 30, 2017. Mr. Loree elected to forgo a planned November 2018 increase to his salary in anticipation of external headwinds, including commodity inflation, tariffs and foreign currency, continuing into 2019.
Officer 2017 Base Salary 2018 Base Salary
James M. Loree $1,250,000 $1,250,000
Donald Allan, Jr. $725,000 $725,000
Jeffery D. Ansell $725,000 $725,000
Jaime A. Ramirez $468,000 $500,000
John H. Wyatt $560,000 $633,000
MICP Payout for 2018 Performance
For 2018, the named executive officer target bonus opportunities (as a percentage of base salary) were as follows:
Officer Target Bonus
James M. Loree 150%
Donald Allan, Jr. 100%
Jeffery D. Ansell 100%
Jaime A. Ramirez 75%
John H. Wyatt 75%
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The corporate performance goals and results applicable to the MICP award program for the 2018 performance period are illustrated below:
      Threshold       Target       Maximum       2018 Actual
Result
EPS* $7.77 $8.40 $9.03 $8.15*
Cash Flow Multiple 80% 95% 110% 89.6%**
Organic Sales Growth 3.1% 4.6% 6.1% 5.2%

* See Appendix A for a reconciliation of GAAP diluted EPS to adjusted diluted EPS.
** The net earnings in the cash flow multiple calculation excludes certain charges, primarily related to the implementation of U.S. tax reform, resulting in a decrease in the bonus payout on this metric.
The weighting applied to each of these measures, the potential bonus payouts and the bonuses earned by each of our named executive officers for 2018 performance are set forth in the table below. The bonuses earned by Messrs. Ansell, Ramirez and Wyatt are based on the corporate results set forth above and the results of the Tools & Storage business (for Mr. Ansell), the Global Emerging Markets Business (for Mr. Ramirez) and the Engineered Fastening business (for Mr. Wyatt), weighted as reflected in the table below. The specific divisional operating margin, working capital and organic sales percent goals and results are not disclosed, as the disclosure of such information would result in competitive harm to the Company and would be of limited additional use to investors. The Company generally does not disclose goals and results for specific divisions.
Weighting of Measures Potential Bonus Payouts Weighted Avg.
Payout Earned
on All Measures
(% of target)
Corporate Division
EPS Cash
Flow Organic
Sales Operating
Margin Working
Capital Organic
Sales Threshold Target Maximum Payout
James M. Loree 50% 25% 25% 0% 0% 0% $937,500 $1,875,000 $3,750,000 95.2% $1,785,000
Donald Allan, Jr. 50% 25% 25% 0% 0% 0% $362,500 $725,000 $1,450,000 95.2% $690,200
Jeffery D. Ansell 25% 12.5% 12.5% 25% 15% 10% $362,500 $725,000 $1,450,000 106.6% $772,850
Jaime A. Ramirez 30% 15% 15% 20% 10% 10% $187,500 $375,000 $750,000 113.4% $425,250
John H. Wyatt 12.5% 6.25% 6.25% 35% 15% 25% $234,375 $468,750 $937,500 132.4% $620,625
The target goals for the EPS and organic sales growth metrics were increased in 2018 relative to 2017 (representing $7.08 for EPS and 3.6% for organic sales). The 6.9% organic sales growth achieved in 2017 was exceptional, reflecting strong market share gains, fueled by Flexvolt and other innovative products, among other factors. The target organic sales goal for 2018 was established at 4.6%, above key market growth projections, while contemplating market challenges in the automotive and oil & gas sectors. The actual cash flow multiple achieved in 2017 was 98.2% of net income. The target cash flow multiple goal for 2018 was set at 95% of net income in light of additional tax payments for the “toll charge” required pursuant to recent U.S. tax legislation, as well as the challenge of improving the working capital efficiency of acquisitions while providing for the working capital expansion necessary to support the Craftsman brand rollout.
Fiscal 2019 MICP Plan Design Change
In early 2019, the Compensation Committee conducted a review of the Company’s existing incentive compensation arrangements and, in connection with this review, approved a modification to the MICP for 2019. The 2019 MICP for executive officers will be granted as stock-settled performance share units, rather than cash-settled awards as the Compensation Committee has granted in the past. The plan metrics and related weightings will remain consistent with the
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2018 MICP design, and performance will continue to be measured based on a one-year performance period. The number of shares earned based on performance will be determined following the end of the 2019 performance period; however, any performance share units that have been earned will be settled in three equal installments in March 2020, March 2021 and March 2022. In general, participants must be active employees of the Company until the applicable settlement date to receive the earned shares, subject to certain exceptions for death, disability or retirement.
The Compensation Committee believes this stock-settled annual incentive plan design is appropriate for 2019 in light of the commodity inflation, tariffs, and other macro-economic headwinds the Company is experiencing, as it will further align executive officers’ interests with shareholder interests over an extended three-year period and preserve cash. The Compensation Committee anticipates the annual MICP incentive plan will revert to cash-settlement for 2020 and subsequent years.
How We Determine Performance Criteria
Under our annual ~~performance~~incentive award program, ~~bonuses~~MICP awards are earned or forfeited at the end of each fiscal year depending on the achievement of pre-established EPS, cash flow multiple and organic sales growth performance goals; bonus opportunities for the leaders of our different business units also reflect divisional operating margin, working capital and organic sales ~~percent~~percentage goals. Under our long-term incentive performance ~~programs,~~award program, performance units ~~will be~~are earned or forfeited following the conclusion of a three-year performance cycle depending on the achievement of pre-established EPS and CFROI performance goals for each year in the cycle and a three-year relative cumulative TSR goal. The relative TSR goal measures our performance against ~~that of~~ a group of 23approximately 24 industry peers (the “LTIP Peer Group”). ~~For the 2016-2018 and 2017-2019 performance cycles, EPS and CFROI goals are weighted~~The LTIP Peer Group is intended to reflect a broader spectrum of peers than our Compensation Peer Group, including in certain industries such as security that ~~achievement of these goals in the first and second years~~do not compete across all of the ~~program carry more weight than achievement of these goals in the third year of the program.~~
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Company’s business segments.
The Compensation Committee includes EPS as adjusted as a performance goal in both the annual incentive and long-term performance award program because it believes EPS is a critical driver of shareholder value that must be balanced over both near- and longer-term time horizons.
● The Compensation Committee does not want managers pursuing other ~~short-~~short or long-term goals ~~without considering~~withoutconsidering the effect of such ~~goals~~actions on EPS.

● The Compensation Committee also believes that using EPS as one of the goals in annual incentives provides ~~the Compensation~~theCompensation Committee with flexibility to adjust short-term goals to reflect existing market conditions ~~without losing~~withoutlosing the motivational and retentive value of the long-term performance award.

● Because each of the annual EPS goals contained in a given three-year long-term performance cycle is ~~established~~establishedearly in the first year of the cycle and the EPS goal for MICP is established each year, the target EPS goals for ~~the second~~thesecond and third years of the long-term performance cycle are not likely to be the same as the target EPS ~~goals for~~goalsfor the corresponding years’ MICP programs.

● Even in the first year of a cycle, when target EPS goals will match, the threshold and maximum EPS ~~metrics will~~metricswill not be the same for annual and long-term awards because the range below and above target annual EPS ~~is narrower~~isnarrower for MICP awards than for long-term performance awards.
● The Compensation Committee believes ~~that the~~thatthe tighter range below and above target EPS for the MICP program is appropriate primarily due to the ~~one-year time~~one-yeartime horizon.
TheEPS computationfor the MICP bonus utilizes adjusted diluted EPS (See Appendix A for a reconciliation of GAAP diluted EPS to adjusted diluted EPS). For the three-year long-term performance cycles, EPS was further adjusted to exclude the impact from recent U.S. tax legislation (for grants made prior to 2018) along with the effect of computing EPS with the fixed shares outstanding at the grant date.
TheCFROI computationis defined as cash from operations plus after-tax interest expense divided by the two-point average of debt plus equity. Including this measure helps align performance goals with the Company’s objectives, by encouraging participants to give greater weight to the projected cash flow return in relation to the cost of capital when considering investments. For the 2016 – 2018 performance cycle, the numerator and denominator of CFROI in 2017 and 2018 are adjusted for the cash flow and equity impacts, respectively, pertaining to the adjustments in calculating EPS, and additionally for 2018 to remove the favorable impact from U.S. tax legislation, for comparability to the originally established goals.
TheTSR calculationis based on an annualized rate of return reflecting share price appreciation and dividends paid during the measurement period with starting and ending prices measured as 20-day averages to account for daily trading volatility.
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While we may re-evaluate the measures used in the performance unit program in the future, or the weighting of those measures, we believe that EPS, CFROI, ~~EPS,~~ and TSR currently provide effective tools for measuring the value we create and sustain, assessing our achievement of strategic goals, and evaluating our long-term performance and potential.

Performance goals for each performance cycle are recommended by management based on the Company’s historical performance, strategic direction, and anticipated future operating environment, and are generally established during the first quarter of the performance ~~cycle~~cycle.

Generally, the Compensation Committee seeks to establish goals such that the likelihood of missing the target goal is at least as high as the likelihood of achieving the target goal based on reasonable assumptions and projections at the time of ~~grant~~grant.
The Compensation Committee considers management’s recommended performance goals, the Company’s performance to date and strategic direction, and the nature of the Company’s future operating environment, and once satisfied with the degree of difficulty associated with goal achievement, approves the targets for each performance ~~cycle~~cycle.
The Compensation Committee may establish the target at a higher or lower level in appropriate circumstances.
Threshold, target and maximum EPS and CFROI goals are established in the first year of the performance period for each fiscal year, or portion thereof, ~~for~~in the performance period.
At the end of the performance period, a weighted average payment is made based on performance achieved by the end of each fiscal year during the period relating to these goals plus an amount related to achievement of TSR goals.
How We Determine Target LTI Values
The allocation of the long-term incentive values among stock options, RSUs and performance units varies by named executive officer. Our most senior officers have a greater percentage of their long-term incentive awards allocated to performance units than do other officers and employees because our most senior officers have the greatest ability to influence the financial measures underlying the program. For Mr. Loree and our named executive officers, this equity mix has resulted in a significant portion of the total long-term incentive value delivered in performance units.
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The following table shows the ~~2016~~2017 and ~~2017~~2018 fair value allocation of regular long-term incentive awards for our named executive officers:
2017       2016
      Stock
Options       RSUs       Performance
Units       Stock
Options       RSUs       Performance
Units
James M. Loree 29% 21% 50% 31% 35% 34%
Donald Allan, Jr. 33% 22% 45% 32% 35% 33%
Jeffery D. Ansell 33% 22% 45% 32% 35% 33%
Janet M. Link 60% 40% -- -- -- --
John H. Wyatt 35% 23% 42% 32% 35% 33%
2018 2017
            Stock
Options       RSUs       Performance
Units       Stock
Options       RSUs       Performance
Units
James M. Loree 25% 25% 50% 29% 21% 50%
Donald Allan, Jr. 27% 28% 45% 33% 22% 45%
Jeffery D. Ansell 27% 28% 45% 33% 22% 45%
Jaime A. Ramirez 30% 32% 38% 38% 26% 36%
John H. Wyatt 28% 28% 44% 35% 23% 42%
Performance ~~under~~Under Long-Term Incentive Compensation Programs
The goals for the ~~2016 –~~2017 - 2019 and 2018 ~~and 2017 – 2019~~- 2020 performance cycles exclude the estimated impact of acquisition-related charges and ~~divestiture gains and losses. Diluted~~other items described in Appendix A. EPS for these cycles will be computed based on a budgeted share count established at the grant date such that any share repurchases not reflected in that budget will not affect executive compensation. EPS goals reflect substantial expansion consistent with the Company’s long-term financial objectives of 10-12% EPS growth inclusive of acquisitions, or 7-9% excluding acquisitions, in each case aside from acquisition-related and special charges. CFROI goals are aligned with the Company’s 12-15% long-term financial objective, and reflect the challenge of integrating acquisitions and improving their working capital efficiency while simultaneously driving sales growth. For competitive reasons, the Company does not disclose target goals for performance cycles that have not yet been completed. The threshold and maximum performance goals for the ~~2016 – 2018 and~~ 2017 – 2019 and 2018 – 2020 performance cycles are as follows:
Diluted EPS CFROI TSR
Threshold Maximum Threshold Maximum Threshold Maximum
2016 - 2018
Performance
Cycle Year 1 $5.49 $6.71 Year 1 12.5% 14.5%
25^thpercentile
75^thpercentile
Year 2 $5.77 $7.05 Year 2 12.5% 14.5%
Year 3 $6.32 $7.72 Year 3 12.6% 14.6%

Diluted EPS CFROI TSR
Threshold Maximum Threshold Maximum Threshold Maximum
2017 - 2019
Performance
Cycle Year 1 $6.37 $7.79 Year 1 13.5% 15.5%
25^thpercentile
75^thpercentile
Year 2 $7.10 $8.68 Year 2 13.7% 15.7%
Year 3 $7.90 $9.66 Year 3 13.6% 15.6%
EPS CFROI TSR
                  Threshold       Maximum             Threshold       Maximum       Threshold       Maximum
2017 – 2019 Year 1 $6.37 $7.79 Year 1 13.5% 15.5%
Performance Year 2 $7.10 $8.68 Year 2 13.7% 15.7% 25^th 75^th
Cycle Year 3 $7.90 $9.66 Year 3 13.6% 15.6% percentile percentile

EPS CFROI TSR
Threshold Maximum Threshold Maximum Threshold Maximum
2018 – 2020 Year 1 $7.56 $9.24 Year 1 14.0% 16.0%
Performance Year 2 $8.46 $10.34 Year 2 14.0% 16.0% 25^th 75^th
Cycle Year 3 $9.18 $11.22 Year 3 14.0% 16.0% percentile percentile
For ~~the~~ each performance cycle, the Compensation Committee determined at the time of grant that the likelihood of missing the target goal is at least as high as the likelihood of achieving the target goal. Rigorous goals are established at the beginning of each respective three-year cycle, based on our strategic plan and annual operating plan, and are aligned with our long-term financial objectives.
The award opportunities associated with the ~~2016~~2017 – ~~2018~~2019 performance cycle are set forth in the Company’s March ~~8, 2017~~9, 2018 Proxy Statement on page ~~23.~~25. The following table illustrates the award opportunities associated with the ~~2017~~2018 – ~~2019~~2020 performance cycle.
~~2017~~2018 – ~~2019~~2020 Performance Cycle
Potential Performance Units Earned Potential Performance Units to be Earned
      Threshold       Target       Maximum       Threshold       Target       Maximum
James M. Loree 15,667 31,334 62,668 12,134 24,267 48,534
Donald Allan, Jr. 4,129 8,258 16,516 3,330 6,660 13,320
Jeffery D. Ansell 4,129 8,258 16,516 3,330 6,660 13,320
Janet M. Link* -- -- --
Jaime A. Ramirez 1,531 3,062 6,124
John H. Wyatt 2,218 4,436 8,872 1,914 3,828 7,655

*
~~Ms. Link joined the Company in July 2017 and did not receive a performance award for the 2017-2019 performance cycle.~~
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Table of Contents
~~2015~~2016 – ~~2017~~2018 Performance Cycle
The goals, actual performance results and payouts associated with the recently completed ~~2015~~2016 – ~~2017~~2018 performance cycle are illustrated in the following two tables. The results achieved for the ~~2015~~2016 – ~~2017~~2018 performance cycle resulted in a weighted average goal achievement across all measures of ~~166.7%~~152.9% of target.* The actual weighted average payout in shares ~~as a percent~~of 128.4% of target is lower for Mr. Loree than for the other named executive officers because the percentage difference between his respective target and maximum potential payouts is smaller than the spread for the other named executive officers.
Goals
EPS Goals
CFROI TSR EPS CFROI TSR
   Threshold    Target    Maximum    Achieved       Threshold    Target    Maximum    Achieved    Threshold    Target    Maximum    Achieved     Threshold     Target     Maximum     Achieved         Threshold     Target     Maximum     Achieved     Threshold     Target     Maximum     Achieved
Y 1 $5.18 $5.75 $6.33 $5.92 Y 1 12.4% 13.4% 14.4% 12.9% 25^th
percentile 50^th
percentile 75^th
percentile 86^th
percentile $5.49 $6.10 $6.71 $6.51 Y 1 12.5% 13.5% 14.5% 16.1% 25^th
percentile 50^th
percentile 75^th
percentile 38^th
percentile
Y 2 $5.61 $6.23 $6.85 $6.51 Y 2 12.6% 13.6% 14.6% 16.1% $5.77 $6.41 $7.05 $7.65 Y 2 12.5% 13.5% 14.5% 14.8%
Y 3 $6.19 $6.88 $7.57 $7.45 Y 3 12.7% 13.7% 14.7% 14.8% $6.32 $7.02 $7.72 $8.13 Y 3 12.6% 13.6% 14.6% 13.0%

*
In determining whether the ~~2017~~2018 EPS and CFROI performance goals were met for the ~~2015-2017~~2016 – 2018 performance cycle, actual results in 2017 and 2018 were adjusted, ~~to exclude the net $.59 EPS favorable impact from divestitures,partially offset by acquisition-related charges and a net tax charge pertaining to the recently enacted U.S. tax legislation,~~ consistent with the terms of ~~grant.~~grant, to exclude the impact of the acquisition-related charges and other items described in Appendix A. Also excluded was the favorable $.02 and $.01 per diluted share impact, in 2016 and 2017, respectively, pertaining to the January 2018 adoption of Accounting Standards Update (“ASU”) 2014-09,Revenue from Contracts with Customers. Additionally, the favorable impact from recent U.S. tax legislation was excluded from 2018 CFROI and EPS. The results shown in the foregoing table reflect these ~~adjustments.~~

Actual Payout
(shares) Weighted
Average Payout
(% of target)
Potential Performance Unit
        Threshold         Target         Maximum
James M. Loree 10,321 20,642 33,028 28,630 138.7%
Donald Allan, Jr. 3,186 6,371 12,742 10,620 166.7%
Jeffery D. Ansell 3,186 6,371 12,742 10,620 166.7%
Janet M. Link -- -- -- -- --
John H. Wyatt 1,376 2,752 5,505 4,588 166.7%
~~MICP Payout for 2017 Performance~~
~~For 2017,~~adjustments for comparability to the original goals. The $8.13 EPS for the 2016 – 2018 performance cycle differs slightly from the $8.15 EPS for the MICP cash bonus discussed on page 30 due to the removal of the ~~named executive officer target bonus opportunities (as a percentage of base salary) were as follows:~~
~~Mr. Loree~~ ~~150%~~
~~Mr. Allan~~ ~~100%~~
~~Mr. Ansell~~ ~~100%~~
~~Ms. Link~~ ~~75%~~
~~Mr. Wyatt~~ ~~75%~~

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~~The corporate performance goals and results applicable to the MICP award program for the 2017 performance period are illustrated below:~~

      Threshold       Target       Maximum       2017 Actual
Result
Diluted EPS* $6.55 $7.08 $7.61 $7.45
Cash Flow Multiple 85% 100% 115% 98.2%
Organic Sales Growth 2.6% 3.6% 4.6% 6.9%

*
~~2017 diluted EPS excludes the net $0.59~~ favorable impact from ~~divestitures,~~recent U.S. tax legislation partially offset by ~~acquisition-related charges and a net tax charge pertaining to~~ the ~~recently enacted U.S. tax legislation.~~
effect of computing EPS with the fixed shares outstanding established at the 2016 inception.
The weighting applied to each of these measures, potential bonus payouts and the bonuses actually earned by each of our named executive officers for 2017 performance are set forth in the table below. The bonuses earned by Messrs. Ansell and Wyatt are based on the corporate results set forth above and the results of the Tools & Storage business (for Mr. Ansell) and Engineered Fastening business (for Mr. Wyatt), weighted as reflected in the table below. The specific divisional operating margin, working capital and organic sales percent goals and results are not disclosed as the disclosure of such information would result in competitive harm to the Company and would be of limited additional use to investors. The Company generally does not disclose goals and results for specific divisions.
Weighting of Measures Weighted Avg.
Payout Earned
on All Measures
(% of target)
Corporate Group Potential Bonus Payouts
EPS Cash
Flow Organic
Sales Operating
Margin Working
Capital Organic
Sales Threshold Target Maximum Payout
James M. Loree 50% 25% 25% 0% 0% 0% $900,000 $1,800,000 $3,600,000 158.4% $2,851,200
Donald Allan, Jr. 50% 25% 25% 0% 0% 0% $347,500 $695,000 $1,390,000 158.4% $1,100,880
Jeffery D. Ansell 25% 12.5% 12.5% 25% 15% 10% $347,500 $695,000 $1,390,000 179.2% $1,245,440
Janet M. Link* 50% 25% 25% 0% 0% 0% $195,000 $390,000 $780,000 158.4% $617,760
John H. Wyatt 12.5% 6.25% 6.25% 35% 15% 25% $210,000 $420,000 $840,000 159.6% $670,320

*
In connection with her employment by the Company, Ms. Link was guaranteed a bonus payment for the 2017 fiscal year equal to the greater of (i) $390,000 (her MICP target payout) or (ii) her earned MICP bonus.
~~Special Grants in 2017~~
On July 19, 2017, in connection with her election as Senior Vice President, General Counsel and Secretary, Ms. Link received a grant of 13,586 Restricted Stock Units that will vest in four equal annual installments on the first four anniversaries of the date of grant. Ms. Link also received a sign-on bonus of $350,000. Ms. Link will be required to repay the sign-on bonus in the event she voluntarily terminates her employment or is terminated by the Company for a violation of the Company’s rules or misconduct within two years following her start date.
On December 7, 2017, in light of Mr. Wyatt’s performance and to address retention concerns, Mr. Wyatt received an award of 10,000 Restricted Stock Units that will vest on the fifth anniversary of the grant date. This award will be forfeited if Mr. Wyatt leaves the Company prior to the vest date for any reason other than death or disability.
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Potential Performance Unit Actual Payout
(shares) Weighted
Average Payout
(% of target)
Threshold Target Maximum
James M. Loree       11,275       22,550       36,081       28,954       128.4%
Donald Allan, Jr. 3,517 7,034 14,067 10,755 152.9%
Jeffery D. Ansell 3,570 7,141 14,282 10,919 152.9%
Jaime A. Ramirez 1,560 3,119 6,239 4,769 152.9%
John H. Wyatt 2,030 4,059 8,118 6,206 152.9%
Benefits & Perquisites
Retirement Benefits
The Compensation Committee believes that offering a full complement of compensation and benefit programs commensurate to those typically extended to senior executive officers at comparable companies is crucial to the attraction and retention of high-caliber executive talent. To that end, the Company currently offers defined contribution retirement programs to its executive officers under two plans: the Stanley Black & Decker Retirement Account Plan and the Stanley Black & Decker Supplemental Retirement Account Plan, which are more fully described on pages ~~33-34~~47 and ~~41-42.~~48. Prior to 2007, when the program was closed to new participants, the Company provided supplemental retirement benefits to certain executives pursuant to The Stanley Works Supplemental Executive Retirement Program (now known as the Stanley Black & Decker, Inc. Supplemental Executive Retirement Program). Mr. Loree, who was a participant in the program prior to 2007, retains this benefit. This program is described on ~~pages 40-41.~~page 46.
Employment Agreements
The Company is party to employment agreements with each of Mr. Loree and Mr. ~~Wyatt and Ms. Link.~~Wyatt. Detailed descriptions of these agreements are set forth under the heading“Executive Officer Agreements”on pages ~~42-44.~~48-49.
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Change in Control Agreements and Severance Agreements
The Compensation Committee has determined that to be competitive with prevailing market practices, to enhance the stability of the executive team, and to minimize turnover costs associated with a corporate change in control, it is important to extend special severance protection for termination of employment as a result of a change in corporate control to certain key employees. Therefore, the Company has entered into change in control agreements with certain members of senior management, including the named executive officers. Severance protections for each of our named executive officers were established based on prevailing market practices when these agreements were put in ~~place for each of our named executive officers.~~place. The severance benefits that would have been payable at December ~~30, 2017~~29, 2018 to ~~Messrs. Loree, Allan, and Ansell, Ms. Link and Mr. Wyatt~~named executive officers in the event of termination following a change in control are set forth under the heading~~“Termination~~ “Termination and Change in Control Provisions”beginning on page ~~44. Golden~~49.
Effective as of December 2018, golden parachute excise tax gross-ups have ~~not~~ been eliminated from all existing change in control agreements with executive officers and will not be included in any new change in control or severance agreement or ~~arrangement entered into after 2010.~~arrangement.
Perquisites and other benefits
The Company provides certain perquisites to its executive officers as part of its overall compensation program. These perquisites do not constitute a significant percentage of any executive’s total compensation package and are comparable to perquisites offered by the companies with whom the Company competes for talent. The perquisites provided in ~~2017 are:~~2018 were: financial planning services, life and long-term disability insurance, car allowance, home security system services, executive medical exams, and up to $5,000 of Company products for executive officers (with the exception of James M. Loree, who receives $10,000 as a result of his director role), as more fully set forth on pages ~~33-34.~~ 38-39. The Company product programs are designed to encourage Company executives to use, and encourage others to use, Company products.
Based on a detailed review of perquisites completed in 2016, the Company is eliminating the car allowance perquisite as current lease arrangements expire. The provision of financial planning services, life and long-term disability insurance, and executive medical exams is consistent with general market practice and, the Compensation Committee believes, provides a benefit to the Company by encouraging the Company’s executives to maintain their health and financial well-being. The Company provides home security systems and services to executives to help ensure their safety and that of their families and to increase their familiarity with the Company’s security offerings. The Company ~~product programs are designed to encourage Company executives to use, and encourage others to use, Company products. The Company~~ also permits limited personal use of corporate aircraft by certain executives. The Company does not provide tax gross-ups on any perquisites. As discussed on page 43, the Company agreed to provide Mr. Wyatt with certain additional benefits in connection with his relocation from Europe to the United States. The value of these benefits is included in Column (i) of the Summary Compensation Table and the footnote thereto.
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OTHER COMPENSATION POLICIES & CONSIDERATIONS
Executive Officer Stock Ownership Policy
In furtherance of the Company’s objective to create an ownership culture and because the Compensation Committee believes the meaningful investment in the Company by executive officers ~~in the Company~~ better aligns their interests with those of the Company’s shareholders, the Company maintains a Stock Ownership Policy for Executive Officers. This policy requires ~~stock ownership~~our executive officers to reach the minimum levels of stock ownership laid out in the table below within a five-year period commencing on the date of hire or promotion to a senior management position. ~~This policy also requires that executive officers hold~~Effective October 2018, the Board approved revisions to the Stock Ownership Policy for Executive Officers to eliminate the one-year holding period applicable to the net after tax shares received upon vesting of RSUs or the exercise of stock options granted on or after February 14, 2012, ~~for a period~~so long as the executive has met the applicable minimum ownership level at the time of ~~one year post~~such vesting or ~~exercise, as applicable—even if~~exercise. However, executive officers are expected to continue to comply with the applicable minimum ownership ~~requirement is otherwise satisfied.~~ requirements.
A copy of this policy (as revised) is available on the “Corporate Governance” section of the Company’s website atwww.stanleyblackanddecker.com(which appears under the “Investors” heading).
Minimum Ownership
CEO 600% of base salary
CFO 500% of base salary
Other Executive Officers 300% of base salary
Hedging; Pledging
The Board has adopted a policy prohibiting hedging transactions and disallowing pledging transactions subject to narrow exceptions as further described below. Pursuant to this policy, hedging of any type is prohibited, including entry into any prepaid variable forward contracts, equity swaps, collars, exchange funds or other transactions involving Company
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securities that could be used to hedge or offset any decrease in the value of the Company’s stock. Officers, directors and employees are also prohibited from maintaining Company securities in a margin account. Any officer, director or employee who wishes to pledge shares as collateral for a loan must demonstrate that he or she has the financial capability to repay the loan without resorting to the pledged securities and obtain the prior written approval of the General Counsel. This policy is included in the Company’s Code of Business Ethics, which is available on the “Corporate Governance” section of the Company’s website atwww.stanleyblackanddecker.com.
~~Minimum Ownership~~
~~CEO~~ ~~600% of base salary~~
~~CFO~~ ~~500% of base salary~~
~~Other Executive Officers~~ ~~300% of base salary~~
~~Timing of Stock Option and RSU Grants~~
~~Annual grants of stock options and RSUs to executive officers are usually made at a regularly scheduled meeting of~~ (which appears under the Compensation Committee held during the fourth quarter of each year. The grant date of stock option and RSU awards is the date of the Board meeting held during the fourth quarter (typically the day after the Compensation Committee meeting) and grants to other eligible employees typically are approved on the same date. The exercise price for all stock option grants 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 Compensation Committee may occasionally make off-cycle grants during the year. These are typically associated with promotions, hiring, acquisitions, or other significant business events that would likely have an adverse impact on our ability to acquire or retain management talent. The Compensation Committee has delegated authority to the Company’s Chief Executive Officer to make annual grants and occasional off-cycle grants to employees who are not executive officers of the Company. The grant date for any grants made by the Company’s Chief Executive Officer is either the date the grant authorization is signed by the Chief Executive Officer or a later date specified in the grant authorization.
~~Tax Deductibility Under Section 162(m)~~
Under Section 162(m) of the Code (“Section 162(m)”), the Company is generally prohibited from deducting certain forms of compensation in excess of $1,000,000 paid to the Chief Executive Officer and the other “covered employees” as defined in Section 162(m). An exception to this $1,000,000 deduction limitation was available with respect to compensation that qualified as “performance-based compensation” under Section 162(m), which required compliance with certain requirements set forth in Section 162(m) and the applicable regulations. As a result of new tax legislation that went into effect on December 22, 2017, this exception for performance-based compensation will not be available for taxable years beginning after December 31, 2017, unless such compensation qualifies for certain transitionary relief contemplated in the new tax legislation.
The Company has believed that it was generally in the Company’s best interests to design compensation arrangements that were intended to satisfy the requirements for deductibility under Section 162(m). Accordingly, the Company has taken appropriate actions, to the extent feasible, that were designed and intended to preserve the deductibility of annual incentive and long-term performance awards previously granted to its executive officers who are covered by Section 162(m). 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).
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As a result of the new tax legislation, compensation paid in excess of $1 million to individuals who, following December 31, 2017, are subject to Section 162(m) is not expected to be deductible under Section 162(m) of the Code unless such compensation qualifies for transitionary relief. Therefore, certain compensation paid under our Management Incentive Compensation Plan and certain of our long-term equity awards originally designed with the intent that such amounts qualify as “performance-based compensation” may not be deductible in the future. Although the Compensation Committee will continue to analyze the impact that Section 162(m) and the potential lack of deduction associated with amounts paid in excess of the deduction limitation may have on the Company, the Compensation Committee continues to retain the flexibility to make decisions with respect to the Company’s compensation programs that are based on factors other than Section 162(m) and related tax consequences. This flexibility may include amending or modifying the design elements of our historical compensation programs to the extent those design elements were principally adopted in an effort to comply with Section 162(m).
~~Hedging; Pledging~~
The Company’s Board has adopted a policy against hedging transactions and discouraging pledging transactions. Pursuant to the policy, hedging is not permitted, and any officer, director or employee who wishes to pledge shares must obtain the prior approval of the General Counsel. This policy is included in the Company’s Business Conduct Guidelines, which are available on the “Corporate Governance” section of the Company’s website at~~www.stanleyblackanddecker.com~~“Investors” heading).
Forfeiture of Awards in the Event of Restatement
The Board ~~of Directors~~ has adopted a “recoupment” or “clawback” policy relating to unearned equity and cash incentive compensation of all executive officers. Pursuant to this policy, in the event ~~our~~the 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~~any of its financial statements, the Board (or a committee thereof) will take ~~in its discretion,~~ such action as it deems necessary, in its discretion, to remedy the misconduct and prevent its recurrence. Such actions may include requiring reimbursement of bonuses or incentive compensation paid to the officer after January 1, 2007, requiring reimbursement of gains realized upon the exercise of stock options, and cancellation of restricted or deferred stock awards and outstanding stock options. In determining what actions are appropriate, the Board (or committee thereof) will take into account all relevant factors, including whether the restatement was the result of fraud, negligence or intentional misconduct. A copy of this policy is available on the “Corporate Governance” section of the Company’s website atwww.stanleyblackanddecker.com (which appears under the “Investors” heading).
Timing of Stock Option and RSU Grants
Annual grants of stock options and RSUs to executive officers are usually made at a regularly scheduled meeting of the Compensation Committee held during the fourth quarter of each year. The grant date of stock option and RSU awards is the date of the Board meeting held during the fourth quarter (typically the day after the Compensation Committee meeting) and grants to other eligible employees typically are approved on the same date. The exercise price for all stock option grants 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 Compensation Committee may occasionally make off-cycle grants during the year. Such off-cycle grants are typically associated with promotions, hiring, acquisitions, or other significant business events that would likely have an adverse impact on our ability to acquire or retain management talent. The Compensation Committee has delegated authority to the Company’s Chief Executive Officer to make annual grants and occasional off-cycle grants to employees who are not executive officers of the Company. The grant date for any grants made by the Company’s Chief Executive Officer is either the date the grant authorization is signed by the Chief Executive Officer or a later date specified in the grant authorization.
Tax Deductibility Under Section 162(m)
Under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code” and Section 162(m) of the Code, “Section 162 (m)”), the Company is prohibited from deducting compensation in excess of $1,000,000 paid in a year to each of the Chief Executive Officer and the other “covered employees” as defined in Section 162(m). An exception to this $1,000,000 deduction limitation was historically available with respect to compensation that qualified as “performance-based compensation” under Section 162(m), which required compliance with certain requirements set forth in Section 162(m) and the applicable regulations. As a result of new tax legislation that went into effect on December 22, 2017, this exception for performance-based compensation will not be available for taxable years beginning after December 31, 2017, unless such compensation qualifies for certain transition relief contemplated in the new tax legislation.
Therefore, certain compensation paid under the MICP and certain of our long-term equity awards originally designed with the intent that such amounts qualify as “performance-based compensation” is not expected to be deductible in the future. Although the Compensation Committee will continue to analyze the impact that Section 162(m) and the potential lack of deduction associated with amounts paid in excess of the deduction limitation may have on the Company, the Compensation Committee continues to retain the flexibility to make decisions with respect to the Company’s compensation programs that are based on factors other than Section 162(m) and related tax consequences. This flexibility may include amending or modifying the design elements of our historical compensation programs to the extent those design elements were principally adopted in an effort to comply with Section 162(m). However, because of the importance of linking pay and performance, at this time the Compensation Committee expects to continue to impose performance conditions on its annual and long-term incentive compensation elements paid to executive officers.
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Assessment of Risk Arising from Compensation Policies and Practices
The ~~Company~~Compensation Committee reviews, on a periodic basis, the operation and structure of the Company’s compensation programs and has considered whether its compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the ~~Company and~~Company. The Committee has concluded that the Company’s compensation practices and policies do not create such ~~risks. This conclusion was~~risks based on the following considerations:
As discussed above on page ~~21,~~27, under the MICP, each participant has an opportunity to earn a threshold, target or maximum bonus amount that is contingent on achieving established performance goals. MICP ~~Goals~~goals generally fall into two categories:
corporate goals, consisting of adjusted diluted EPS, organic sales growth and cash flow multiple (operating cash flow less capital expenditures divided by net earnings); and
divisional goals, such as divisional operating margin, working capital management and group organic sales percent.
Divisional goals are established with overall corporate objectives in mind and do not conflict with corporate goals. To further minimize the risk that any employee or group of employees would pursue achievement of divisional goals in a manner that would have an adverse impact on the overall corporate goals, at least 20% of the annual bonus opportunity for all managers is based on achievement of the corporate goals. In addition to divisional goals, managers other than named executive officers may be assigned individual performance goal targets as a component of their MICP award. Any such individual achievement goals ~~would~~ account for a small percentage of the total bonus opportunity and, accordingly, it is unlikely that any individual would pursue achievement of an individual goal in a manner that would jeopardize performance of his or her division as a whole or the Company as a whole.

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The Company’s long-term incentive programs are similarly ~~are not likely~~unlikely to create risks that are reasonably likely to have a material adverse effect on the Company. As discussed above on page ~~22,~~27, there are two elements to the Company’s long-term incentive programs:
~~(i) grants of stock options and/or RSUs that vest over time (typically four years) and~~
~~(ii) grants of performance units that vest based on performance over a specified period of time (typically three years).~~
(i) grants of stock options and/or RSUs that vest over time (typically four years) and
(ii) grants of performance units that vest based on performance over a specified performance cycle (typically three years).
The RSU and stock option grants align recipients’ interests with those of the Company’s shareholders in maintaining or increasing share value, making it unlikely that award recipients will pursue behaviors that create a material risk to the Company. Performance unit grants generally are earned based on achievement of corporate performance goals. A portion of each performance ~~award~~unit grant is contingent on achieving stated levels in diluted EPS during the performance period, a portion is based on targets relating to CFROI, and a portion is contingent on achieving TSR relative to a peer group. The Company believes that using diluted EPS and CFROI as performance measures provides appropriate incentives for management to optimize the principal financial drivers that generate shareholder return and reinforce the Company’s quest for continued ~~growth;~~growth while including three-year TSR as a performance measure encourages management to continuously benchmark Company performance against that of a broadly defined group of comparable companies, further supporting the Company’s quest for growth. In determining whether diluted EPS and CFROI goals have been met, the Compensation Committee retains the discretion to adjust the manner in which achieved EPS and CFROI are determined to take into account certain nonrecurring events (such as significant acquisitions or divestitures). Providing the Compensation Committee this discretion allows the Compensation Committee to ensure the results are comparable to the originally established targets. It also has the effect of eliminating any incentive to take a particular action in order to increase the bonus that would be distributed at the end of the applicable performance period.
The Company has occasionally granted long-term incentive awards to employees to encourage them to reach goals different from those above, such as working capital ~~turns~~turnover and inventory ~~turns~~turnover objectives. Typically, such programs are designed to incentivize employees to improve the overall performance of the Company, or a particular business, by requiring improvement in processes and, as such, are unlikely to encourage behavior that would have a material adverse effect on the Company.
Other incentive programs that may be available are common in companies in durable goods and services businesses, such as commissions on sales for sales representatives. None of these programs accounts for a significant percentage of the relevant business unit’s revenues, and no one business unit carries a significant portion of the Company’s risk profile.
~~Based~~In addition, our compensation programs contain many design features that mitigate the likelihood of encouraging excessive or inappropriate risk-taking behavior. These features include robust stock ownership guidelines, a policy against hedging or pledging of Company stock and a “recoupment” or “clawback” policy in the event of a financial restatement as described on all of the above, the Company has concluded that its compensation policies and practices for its employees do not create risks that are reasonably likely to have a material adverse effect on the Company.page 35.
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~~2017~~2018 EXECUTIVE COMPENSATION
Summary Compensation Table
The table below summarizes the total compensation earned by our named executive officers for each of the ~~applicable periods for those individuals who~~last three fiscal years during which they served as ~~Chief Executive Officer or Chief Financial Officer of the Company during the fiscal year ended December 30, 2017 (“fiscal year 2017”) and for the three most highly compensated~~ executive ~~officers of the Company serving as such at the end of fiscal year 2017 other than those two individuals (collectively the “named executive officers”).~~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
James M. Loree,
President and CEO 2017 1,204,167 0 5,687,086 2,313,000 2,851,200 3,826,489 329,473 16,211,415
2016 992,500 0 3,833,202 4,757,251 1,615,320 1,189,211 227,240 12,614,724
2015 835,000 0 3,279,902 1,097,000 1,092,690 0 261,732 6,566,324
Donald Allan, Jr.,
Executive Vice President
and CFO 2017 697,500 0 1,568,835 771,000 1,100,880 0 153,265 4,291,480
2016 671,667 0 1,258,748 585,750 1,259,565 0 131,051 3,906,781
2015 647,500 0 1,164,881 438,800 843,125 0 138,274 3,232,580

Jeffery D. Ansell,
Executive Vice President
and President,
Tools & Storage 2017 697,500 0 1,568,835 771,000 1,245,440 0 187,596 4,470,371
2016 660,833 0 1,268,085 585,750 1,304,065 0 131,148 3,949,881
2015 625,000 0 1,164,881 438,800 858,750 0 147,969 3,235,400

Janet M. Link
Senior Vice President,
General Counsel
& Secretary 2017 238,667 740,000 2,308,830 462,600 227,760 0 26,586 4,004,443
2016 -- -- -- -- -- -- -- --
2015 -- -- -- -- -- -- -- --

John H. Wyatt
President, Stanley
Engineered Fastening 2017 560,000 0 2,562,803 462,600 670,320 0 310,293 4,566,016
2016 541,667 0 4,309,564 351,450 315,181 0 331,155 5,849,017
2015 540,000 0 1,521,346 219,400 414,990 0 493,957 3,189,693
~~Footnote to Column (d) of Summary Compensation Table~~
This column reflects (i) a $350,000 sign-on bonus paid to Ms. Link when she joined the Company in July 2017 and (ii) $390,000, representing the portion of Ms. Link’s annual bonus for the 2017 fiscal year that was guaranteed to be paid pursuant to the terms of her offer letter.
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Name and
Principal Position    Year    Salary
($)    Bonus
($)    Stock
Award(s)
($)    Option
Awards
($)    Non-Equity
Incentive Plan
Compensation
($)    Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)    All
Other
Compensation
($)    Total
($)
James M. Loree,
President and CEO 2018 1,250,000 0 6,009,512 1,990,500 1,785,000 2,044,304 484,088 13,563,404
2017 1,204,167 0 5,687,086 2,313,000 2,851,200 3,826,489 329,473 16,211,415
2016 992,500 0 3,833,202 4,757,251 1,615,320 1,189,211 227,240 12,614,724

Donald Allan, Jr.,
Executive Vice President and CFO 2018 725,000 0 1,793,927 663,500 690,200 0 161,601 4,034,228
2017 697,500 0 1,568,835 771,000 1,100,880 0 153,265 4,291,480
2016 671,667 0 1,258,748 585,750 1,259,565 0 131,051 3,906,781

Jeffery D. Ansell,
Executive Vice President and President, Tools & Storage
2018 725,000 0 1,793,927 663,500 772,850 0 171,281 4,126,558
2017 697,500 0 1,568,835 771,000 1,245,440 0 187,596 4,470,371
2016 660,833 0 1,268,085 585,750 1,304,065 0 131,148 3,949,881

Jaime A. Ramirez
Senior Vice President and President, Global Emerging Markets
2018 500,000 0 922,348 398,100 425,250 0 553,140 2,798,838
2017 443,833 0 748,618 462,600 618,570 49,497 70,510 2,393,628
2016 425,000 0 1,845,734 351,450 535,101 11,141 56,909 3,225,335

John H. Wyatt
President, Stanley Engineered Fastening 2018 629,667 0 1,048,611 398,100 620,625 0 141,731 2,838,734
2017 560,000 0 2,562,803 462,600 670,320 0 310,293 4,566,016
2016 541,667 0 4,309,564 351,450 315,181 0 331,155 5,849,017
Footnote to Column (e) of Summary Compensation Table
This column reflects the aggregate grant date fair value of all RSUs and performance awards granted during the fiscal years ended December 29, 2018, December 30, 2017, and December 31, ~~2016, and January 2,~~ 2016, respectively, in accordance with Financial Accounting Standards Board (“FASB”) Codification Topic 718—Stock Compensation. See footnote J of the Company’s report on Form 10-K for the applicable fiscal year for assumptions used in the valuation of these awards and related disclosures. The valuation of performance awards shown in the table is based on the probable outcome at the grant date. The value of the performance award grants included in this column at the grant date, assuming performance at maximum, for grants made in fiscal years 2018, 2017, ~~2016,~~ and ~~2015,~~2016, respectively, is as follows: Mr. Loree, ~~$8,000,260/~~$8,000,114/$~~3,037,795/~~8,000,260/$~~3,063,017;~~3,037,795; Mr. Allan, ~~$2,108,449/~~$2,195,606/$~~1,227,574/~~2,108,449/$~~1,237,312;~~1,227,574; Mr. Ansell, ~~$2,108,449/ $1,246,337/~~$2,195,606/$~~1,237,312; Ms. Link, $0;~~2,108,449/$1,246,337; Mr. Ramirez, $1,009,451/$879,840/$544,454; and Mr. Wyatt, ~~$1,132,608/~~$1,261,814/$~~708,427/~~1,132,608/$~~534,563.~~708,427. The dollar amounts listed do not necessarily reflect the dollar amounts of compensation actually realized or that may be realized by our named executive officers.
Footnote to Column (f) of Summary Compensation Table
This column reflects the aggregate grant date fair value of all stock options granted during the fiscal years ended December 29, 2018, December 30, 2017, and December 31, ~~2016, and January 2,~~ 2016, respectively, in accordance with FASB Codification Topic 718—Stock Compensation. See footnote J of the Company’s report on Form 10-K for the applicable fiscal year for assumptions used in the valuation of these awards and related disclosures.
Footnote to Column (g) of Summary Compensation Table
The dollar amounts set forth in this column reflect incentive compensation ~~payable~~earned pursuant to the Company’s MICP ~~for~~in respect of the 2018, 2017, ~~2016,~~ and ~~2015~~2016 fiscal years, respectively. ~~For Ms. Link, the amount shown is the difference between the MICP bonus payable and $390,000, as described in footnote to column (d) above.~~

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Footnote to Column (h) of Summary Compensation Table

For Mr. Loree’s benefit under the Stanley Black & Decker, Inc. Supplemental Executive Retirement Program, the increase in the present value of the benefit can be attributed to the passage of time, an increase in average pay, benefits accrued, and changes in certain assumptions.
There was a decrease in the present value of Mr. Ramirez’s pension in 2018, associated with a higher discount rate, and accordingly zero income is reported. The increase in the present value of Mr. Ramirez’s benefits under the plans in which he is a participant in 2017 and 2016 is attributable to the passage of time and changes in certain assumptions.
See the footnote to Column (d) of the Pension Benefits Table on page 4146 for the assumptions used in the calculations for fiscal year ~~2017.~~2018.
Footnote to Column (i) of Summary Compensation Table

This column reflects (i) Company contributions and allocations in ~~2017~~2018 for Messrs. Loree, Allan, Ansell, Ramirez and Wyatt, ~~and for Ms. Link~~ under the Stanley Black & Decker Retirement Account Plan (matching and Core Account (as defined below)) and the Stanley Black & Decker Supplemental Retirement Account Plan (supplemental matching and supplemental Core); (ii) Company costs related to life and disability insurance premiums, car allowances, financial planning services, annual physicals, products acquired through the Company’s Product Programs, installation and maintenance of home security systems, and personal use of corporate aircraft; and (iii) certain ~~transitional~~ benefits paid to Mr. ~~Wyatt~~Ramirez in connection with his temporary relocation to ~~the United States is~~San Jose, California as more fully described ~~below; and (iv) relocation benefits paid to Ms. Link.~~below.
Contributions and Allocations under the Stanley Black & Decker Retirement Account Plan and the Stanley Black & Decker Supplemental Retirement Account Plan
The Company contributions and allocations under the Stanley Black & Decker Retirement Account Plan and the Stanley Black & Decker Supplemental Retirement Account Plan included in Column (i) of the Summary Compensation Table are set forth below. Certain contributions and allocations under these Plans for Mr. Loree will offset pension benefits as described on page ~~41.~~46.
Name       Defined
Contribution
Plans
($)
James M. Loree ~~240,405~~367,801
Donald Allan, Jr. ~~101,691~~97,498
Jeffery D. Ansell ~~103,125~~103,208
~~Janet M. Link~~Jaime A. Ramirez ~~10,746~~53,696
John H. Wyatt ~~73,180~~88,354
The Stanley Black & Decker Retirement Account Plan, ~~an Internal Revenue~~a Code Section 401(k) retirement plan that covers certain employees of the Company and its U.S. affiliates who are subject to the income tax laws of the United States, features two accounts, a Choice Account, and a Core Account.
The Choice Account offers eligible participants the opportunity for tax-deferred savings and a choice of investment options. For the ~~2015,~~ 2016, 2017 and ~~2017~~2018 calendar years, a 50% matching allocation was provided on the first 7% of pay contributed by a participant on a pre-tax basis for the year. Pay ordinarily includes salary, management incentive bonuses, certain other taxable compensation and elective contributions by a participant to the Stanley Black & Decker Retirement Account Plan or another plan sponsored by Stanley Black & Decker (or one of its wholly-owned subsidiaries) that meets the requirements of Section 125 or 401(k) of the Code. Annual pay and the amount of elective contributions are subject to limits set forth in the tax law. Participants are permitted to direct the investment of all funds credited to their Choice Accounts. Matching allocations are vested upon the earlier of a participant’s completion of one year of service or his/her attainment of age 55 while employed by the Company or one of its wholly-owned subsidiaries. Vesting is accelerated in certain circumstances, as described below.
The Core Account provides a retirement benefit for certain participants. This account is 100% funded by separate allocations that are not dependent on contributions by participants. The Core Account is subject to investment direction by a participant. Regular allocations to a Core Account for a calendar year are based on the participant’s age as of the last day of the year and the participant’s pay for each calendar quarter during the year, as described above, and are subject to the limits of the tax law, with allocations for a calendar quarter contingent upon a participant having employment status on the last day of the calendar quarter, as follows:
Age Allocation Amount (% of Pay)
Less than 40 2%
40 - 54 4%
55 and older 6%
There also was a Core Transition Benefit allocation to the Core Account, during the five calendar years that begin with the 2011 year, for those individuals who were eligible for regular allocations to the Core Account during the year and, in addition, received Cornerstone allocations (the predecessor to the Core allocations) under the Stanley Account Value Plan during 2010 or who accrued benefits during 2010 under The Black & Decker Pension Plan (known, effective January 1, 2013 as the Stanley Black & Decker Pension Plan) or the Retirement Plan for Hourly-Rated Employees of Porter Cable Corporation (which was merged into the Stanley Black & Decker Pension Plan effective as of the close of business on December 31, 2012). Messrs. Allan, Ansell, and Loree were eligible for this benefit. The Core Transition Benefit allocation increased an individual’s Core Allocation by the following percentages of pay (as described above and subject to the limits applied under the tax laws):
Age       2011       2012       2013       2014       2015
Less than 40 1% 1% 0.5% 0.5% 0.5%
40-54 1% 1% 0.5% 0.5% 0.5%
55 and over 3% 3% 1.5% 1.5% 1.5%
Allocations to a participant’s Core Account become 100% vested upon completing three years of service, except as described below. Effective January 1, 2011, a participant becomes fully vested in the matching allocations to the Choice Account and the allocations credited to the Core Account in accordance with these same rules, except that full vesting also applies upon ~~reaching~~attainment of age 55, or upon death or disability while employed by the ~~Company or if, while employed by the Company, the participant dies or becomes disabled.~~Company.

The vested accounts are payable to a participant in a lump sum upon termination of employment and, effective January 1, 2011, if payments are made after a participant reaches age 70-1/2, the participant may instead elect ~~instead~~ to receive annual installment payments equal to the minimum required distributions under the tax law. If a participant dies, the total vested value of the participant’s accounts (including amounts that became vested upon death while employed by the Company) is payable in a lump sum to his or her beneficiary.
The Stanley Black & Decker, Inc. Supplemental Executive Retirement Program is described on ~~pages 40-41~~page 46 under the heading “Pension Benefits.” The Stanley Black & Decker Supplemental Retirement Account Plan is described on pages ~~41-42~~47-48 under the heading “~~Non-Qualified~~“Non-Qualified Defined Contribution and Deferred Compensation ~~Plans~~Plans.”

.”Table of Contents
Company ~~cost~~Cost of ~~perquisites~~Perquisites
Name       Insurance
($)       Car
($)       Financial
Planning
($)       Annual
Physical
($)       Product
Program
($)       Home
Security
System
($)       Personal
Use of
Aircraft
($)       Perquisite
Total
($)      Life
Insurance
($) (a)      Disability
Insurance
($)      Car
($) (b)      Financial
Planning
($)      Annual
Physical
($)      Product
Program
($)      Home
Security
System
($)      Personal
Use of Aircraft
($)      Perquisite
Total
($)
James M. Loree 53,135 23,000 7,438 2,500 2,995 0 0 89,068 44,929 8,590 23,000 15,000 2,500 3,666 18,602 0 116,287
Donald Allan, Jr. 21,945 23,000 3,066 2,500 1,063 0 0 51,574 14,758 7,571 23,000 15,000 2,500 1,159 115 0 64,103
Jeffery D. Ansell 16,211 23,000 15,000 5,000 5,000 20,260 0 84,471 11,261 6,361 23,000 15,000 5,000 5,000 2,451 0 68,073
Janet M. Link 3,851 0 2,150 2,750 0 0 0 8,751
Jaime A. Ramirez 6,050 7,073 0 11,300 0 0 0 0 24,423
John H. Wyatt 33,619 23,000 0 0 0 2,198 0 58,817 27,061 9,291 9,583 0 72 0 7,370 0 53,377

(a) Represents the incremental cost of life insurance premiums paid by the Company for the benefit of the named executive officers.
(b) The Company is eliminating the car allowance perquisite as current lease arrangements expire. None of the named executive officers will have a car perquisite by the end of 2019.
Other Benefits
~~Transition Benefits paid~~Mr. Ramirez relocated to ~~Mr. Wyatt~~San Jose, California (“Silicon Valley”) in ~~2017~~early 2018 to lead the establishment of the Company’s strategic start-up and innovation incubation initiatives, which we call the Elu, while retaining his ongoing responsibilities as Senior Vice President of Global Emerging Markets. He received standard relocation benefits totaling $62,521 in connection with this move. Additionally, Mr. Ramirez was paid $37,500 per month from February 2018 through December 2018, or $412,500 for the year, for a mobility allowance intended to largely offset the significantly higher cost of living in Silicon Valley. In light of the progress made in establishing the Elu as well as to reduce costs, Mr. Ramirez has relocated back to his ~~relocation to the United States, totaling $178,296, are as follows: housing~~original home effective in February 2019 and, accordingly, his mobility allowance ~~($120,000); retirement benefit “make whole” ($44,556), and travel benefit ($13,740).~~
~~Relocation benefits provided to Ms. Link in 2017 in connection with her relocation to Connecticut totaled $7,090.~~has been discontinued.

Table of Contents
~~Grants of Plan-Based~~GRANTS~~Awards~~OF PLAN-~~Table -- 2017 Grants~~BASED AWARDS TABLE– 2018GRANTS
This table sets forthinformation concerningequity grants to the namedexecutive officersduring the fiscal year ~~endedDecember30, 2017,~~endedDecember29, 2018,grantedunder the MICP and the 2013 Long-TermIncentivePlan (the “2013 Plan”), as well as the range ~~of futurepayoutsunder non-equityincentive~~ofestimatedfuturepayoutsunder theCompany’snon-equityincentive programs.
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
($) Estimated Future Payouts Under
Non-Equity Incentive Plan Awards Estimated Future Payouts Under
Equity Incentive Plan Awards All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#) All Other
Option
Awards:
Number of
Securities
Underlying
Options (#) Exercise
or Base
Price of
Option
Awards
($/Sh) Closing
Price at
Date
of Grant
($/Sh) Grant Date
Fair Value
of Stock
and
Option
Awards
($)
Name       Grant Date       Threshold
($)       Threshold
($)       Maximum
($)       Threshold
(#)       Target
(#)       Maximum
(#)

Grant Date    Threshold
($)

Target
($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum
(#)





(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l)
(b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l)
James M. Loree February 15, 2017 900,000 1,800,000 3,600,000 February 27, 2018 937,500 1,875,000 3,750,000
February 15, 2017 15,667 31,334 62,668 4,000,130 February 27, 2018 12,134 24,267 48,534 4,000,057
December 7, 2017 9,995 1,686,956 December 4, 2018 15,354 2,009,455
December 7, 2017 75,000 168.78 168.36 2,313,000 December 4, 2018 75,000 130.88 126.35 1,990,500

Donald Allan, Jr. February 15, 2017 347,500 695,000 1,390,000 February 27, 2018 362,500 725,000 1,450,000
February 15, 2017 4,129 8,258 16,516 1,054,225 February 27, 2018 3,330 6,660 13,320 1,097,803
December 7, 2017 3,049 514,610 December 4, 2018 5,319 696,124
December 7, 2017 25,000 168.78 168.36 771,000 December 4, 2018 25,000 130.88 126.35 663,500

Jeffery D. Ansell February 15, 2017 347,500 695,000 1,390,000 February 27, 2018 362,500 725,000 1,450,000
February 15, 2017 4,129 8,258 16,516 1,054,225 February 27, 2018 3,330 6,660 13,320 1,097,803
December 7, 2017 3,049 514,610 December 4, 2018 5,319 696,124
December 7, 2017 25,000 168.78 168.36 771,000 December 4, 2018 25,000 130.88 126.35 663,500

Janet M. Link July 19, 2017 195,000 390,000 780,000
Jaime A. Ramirez February 27, 2018 187,500 375,000 750,000
July 19, 2017 13,586 2,000,131 February 27, 2018 1,531 3,062 6,124 504,726
December 7, 2017 1,829 308,699 December 4, 2018 3,191 417,622
December 7, 2017 15,000 168.78 168.36 462,600 December 4, 2018 15,000 130.88 126.35 398,100

John H. Wyatt February 15, 2017 210,000 420,000 840,000 February 27, 2018 234,375 468,750 937,500
February 15, 2017 2,218 4,436 8,872 566,304 February 27, 2018 1,914 3,828 7,655 630,989
December 7, 2017 11,829 1,996,499 December 4, 2018 3,191 417,622
December 7, 2017 15,000 168.78 168.36 462,600 December 4, 2018 15,000 130.88 126.35 398,100

Table of Contents
Footnote to Columns (c), (d) and (e) of Grants of Plan-Based Awards Table
The amounts set forth in these columns are (i) the threshold, target and maximum bonuses each of the named executive officers was eligible to receive pursuant to the Company’s MICP covering the Company’s ~~2017~~2018 fiscal year. The bonuses payable, which are paid during the first quarter of ~~2018,~~2019, are set forth in column (g) of the Summary Compensation Table. Pursuant to the terms of her offer letter, Ms. Link was guaranteed to receive an annual bonus payment for 2017 equal to her target bonus under the Company’s 2017 MICP program ($390,000). Because this payment was guaranteed, it is included in Column (d) of the Summary Compensation Table, and the amount by which the earned bonus exceeded $390,000 is set forth in column (g).
Footnote to Columns (f), (g) and (h) of Grants of Plan-Based Awards Table
The performance awards identified in columns (f), (g) and (h) were awarded by the Board on February ~~15, 2017,~~27, 2018, and cover a performance period that commenced at the beginning of the Company’s ~~2017~~2018 fiscal year and expires at the end of the Company’s ~~2019~~2020 fiscal year. Each performance award represents the right to receive the number of Company shares shown in the table, subject to the attainment of performance goals at the end of the performance period and continued employment. An award recipient must generally remain employed until the time of settlement of performance ~~awards, but pro-rated awards will vest and be paid if the performance goals are met and~~awards. If the participant’s employment terminates as a result of retirement, death or ~~disability.~~disability within the first year of the performance period, awards will be pro-rated but if the participant’s employment terminates after the first year, the award will be fully settled without pro-ration, to the extent performance targets are met. Thirty-five percent of the potential award is contingent on the achievement of earnings per share growth, 40% is contingent on the achievement of cash flow return on investment, and 25% is contingent on total shareholder return.
Pursuant to the terms of his employment agreement, the target grant date value of Mr. Loree’s performance shares was ~~$4,000,000;~~$4 million; Mr. Loree would receive half of those shares for performance at threshold and twice the number of shares for performance at maximum. (As summarized under “Executive Officer Agreements”, this entitlement was only in respect of 2017). The number of performance shares that each of the other named executive officers would be eligible to receive pursuant to these awards was determined by multiplying the executive’s base salary as of January 1, ~~2017~~2018 by the applicable opportunity, which ranged from ~~50% –~~ 50–75% in the case of threshold performance, ~~100% –~~ 100–150% in the case of target performance, and ~~200% –~~ 200–300% in the case of maximum performance, and dividing the resulting number by the average of the high and low price of Company stock on the date of grant. Unless the Compensation Committee otherwise determines, no shares will be issued in respect of a performance goal unless threshold performance is achieved for that goal and the number of shares to be issued will be pro-rated in the event performance falls between threshold and target or target and maximum performance.
Footnote to Column (i) of Grants of Plan-Based Awards Table
The ~~restricted~~ stock awards identified in this column are (i) a retention grant of 10,000 RSUs awarded to Mr. Wyatt on December 7, 2017 that will vest on the fifth anniversary of the date of grant (“Mr. Wyatt’s retention award”); (ii) an award of 13,586 RSUs to Ms. Link on July 19, 2017, pursuant to the terms of her offer letter, that will vest in four equal installments on the first four anniversaries of the date of grant; and (iii) RSUs awarded on December ~~7, 2017~~4, 2018 that will vest in four equal installments on the first four anniversaries of the date of grant (“annual RSU awards”). ~~Mr. Wyatt’s retention grant will be forfeited in the event Mr. Wyatt’s employment is terminated for any reason other than death or disability prior to the vesting date.~~ An award recipient must generally remain employed until the time of vesting of annual RSU awards, but such awards will vest in full if the participant’s employment terminates as a result of retirement, death or disability.
Footnote to Column (j) of Grants of Plan-Based Awards Table
The stock options identified in this column are stock options granted on December ~~7, 2017~~4, 2018 that will vest in four equal installments on the first four anniversaries of the date of grant. An award recipient must generally remain employed until the time of vesting of awards, but awards will vest in full if the participant’s employment terminates as a result of retirement, death or disability.
Footnote to Column (k) of Grants of Plan-Based Awards Table
All stock option grants were made pursuant to the Company’s ~~2013 Long-Term Incentive~~2018 Omnibus Award Plan (the ~~“2013~~“2018 Plan”). The ~~2013~~2018 Plan, which has been approved by the Company’s shareholders, provides that the purchase price per share purchasable under an option may not be less than the Fair Market Value of a share on the date of grant. The ~~2013~~2018 Plan defines the Fair Market Value of a share as the average of the high and low price of a share as quoted on the New York Stock Exchange Composite Tape on the date as of which Fair Market Value is to be determined. The grant price may, therefore, be higher or lower than the closing price per share on the date of grant. The closing price per share on the date of grant is set forth in the column immediately adjacent to column (k).
Footnote to Column (l) of Grants of Plan-Based Awards Table
This column reflects the grant date fair value computed in accordance with FASB Codification Topic 718, Stock Compensation of the stock option grants, RSU grants and performance awards identified in this table. The valuation of performance awards is based on the probable outcome at the grant date. See footnote J of the Company’s report on Form 10-K for additional assumptions used in the valuation of these awards and related disclosures. The value of performance award grants included in this column for the ~~2017-2019~~2018 – 2020 performance award period at the grant date, assuming performance at maximum, is as follows: Mr. Loree, ~~$8,000,260;~~$8,000,114; Mr. Allan, ~~$2,108,449;~~$2,195,606; Mr. Ansell, ~~$2,108,449; Ms. Link $0;~~$2,195,606; Mr. Ramirez $1,009,451; and Mr. Wyatt, ~~$1,132,608.~~$1,261,814.

Table of Contents
OutstandingEquityAwardsat Fiscal Year End
Thefollowingtable sets forthinformation regarding outstandingstockoptions,optionawards,and RSU awards held by the namedexecutive ~~officersonDecember30, 2017.~~officersonDecember29, 2018.
      Option Awards Stock Awards Option Awards Stock Awards
Name
(a)       Number
of Shares
Underlying
Unexercised
Options (#)
Exercisable
(b)       Number
of Shares
Underlying
Unexercised
Options (#)
Unexercisable
(c)       Equity Incentive Plan
Awards:
Number of Securities
Unexercised
Unearned Options (#)
(d)       Option Exercise
Price ($)
(e)       Option
Expiration Date
(f)       Number of
Shares or
Units of
Stock that
Have Not
Vested (#)
(g)       Market Value
of Shares or
Units of
Stock That
Have Not Vested ($)
(h)       Equity Incentive
Plan Awards:
Number of Unearned
Shares, Units
or other Rights That
Have Not Vested (#)
(i)       Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights that
Have Not Vested ($)
(j)       Number
of Shares
Underlying
Unexercised
Options (#)
Exercisable
(b)       Number
of Shares
Underlying
Unexercised
Options (#)
Unexercisable
(c)       Equity Incentive Plan
Awards:
Number of Securities
Unexercised
Unearned Options (#)
(d)       Option Exercise
Price ($)
(e)       Option Expiration
Date
(f)
Number of
Shares or
Units of
Stock that
Have Not
Vested (#)
(g)

Market Value
of Shares or
Units of
Stock That
Have Not
Vested ($)
(h)

Equity Incentive
Plan Awards:
Number of Unearned
Shares, Units
or other Rights That
Have Not Vested (#)
(i)

Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights that
Have Not Vested ($)
(j)
James M. Loree 50,000 0 -- 64.79 12/8/2021 50,000 -- -- 64.79 12/8/2021
50,000 -- -- 70.61 12/6/2022
50,000 0 -- 70.61 12/6/2022 50,000 -- -- 79.70 12/5/2023
50,000 0 -- 79.70 12/5/2023 50,000 -- -- 95.18 12/5/2024
37,500 12,500 -- 95.18 12/5/2024 37,500 12,500 -- 109.25 12/4/2025
25,000 25,000 -- 109.25 12/4/2025 64,599 64,600 -- 121.63 8/1/2026
32,299 96,900 -- 121.63 8/1/2026 37,500 37,500 -- 118.66 12/2/2026
18,750 56,250 -- 118.66 12/2/2026 18,750 56,250 -- 168.78 12/7/2027
0 75,000 -- 168.78 12/7/2027 0 75,000 -- 130.88 12/4/2028
98,105 16,647,448 85,234 10,128,409
39,168 6,646,333 14,965 1,778,265
14,432 2,449,034 13,474 1,601,070

Donald Allan, Jr. 20,000 0 -- 70.61 12/6/2022 20,000 -- -- 70.61 12/6/2022
20,000 0 -- 79.70 12/5/2023 20,000 -- -- 79.70 12/5/2023
15,000 5,000 -- 95.18 12/5/2024 20,000 -- -- 95.18 12/5/2024
10,000 10,000 -- 109.25 12/4/2025 15,000 5,000 -- 109.25 12/4/2025
6,250 18,750 -- 118.66 12/2/2026 12,500 12,500 -- 118.66 12/2/2026
0 25,000 -- 168.78 12/7/2027 6,250 18,750 -- 168.78 12/7/2027
64,074 10,872,719 0 25,000 -- 130.88 12/4/2028
10,323 1,751,625 43,189 5,132,154
5,627 954,812 4,107 488,035
3,551 421,958

      Option Awards Stock Awards
Name
(a)       Number
of Shares
Underlying
Unexercised
Options (#)
Exercisable
(b)       Number
of Shares
Underlying
Unexercised
Options (#)
Unexercisable
(c)       Equity Incentive Plan
Awards:
Number of Securities
Unexercised
Unearned Options (#)
(d)       Option Exercise
Price ($)
(e)       Option
Expiration Date
(f)       Number of
Shares or
Units of
Stock that
Have Not
Vested (#)
(g)       Market Value
of Shares or
Units of
Stock That
Have Not Vested ($)
(h)       Equity Incentive
Plan Awards:
Number of Unearned
Shares, Units
or other Rights That
Have Not Vested (#)
(i)       Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights that
Have Not Vested ($)
(j)
Jeffery D. Ansell 15,000 5,000 -- 95.18 12/5/2024
10,000 10,000 -- 109.25 12/4/2025
6,250 18,750 -- 118.66 12/2/2026
0 25,000 -- 168.78 12/7/2027
64,197 10,893,557
10,323 1,751,625
5,713 969,405
Janet M. Link 0 15,000 -- 168.78 12/7/2027
15,415 2,615,771

John H. Wyatt 2,500 0 -- 63.72 12/9/2020
5,000 0 -- 64.79 12/8/2021
10,000 0 -- 70.61 12/6/2022
10,000 0 -- 79.70 12/5/2023
7,500 2,500 -- 95.18 12/5/2024
5,000 5,000 -- 109.25 12/4/2025
3,750 11,250 -- 118.66 12/2/2026
0 15,000 -- 168.78 12/7/2027
57,809 9,809,646
5,545 940,931
3,247 551,017
Table of Contents
Option Awards Stock Awards
Name
(a)       Number
of Shares
Underlying
Unexercised
Options (#)
Exercisable
(b)       Number
of Shares
Underlying
Unexercised
Options (#)
Unexercisable
(c)       Equity Incentive Plan
Awards:
Number of Securities
Unexercised
Unearned Options (#)
(d)       Option Exercise
Price ($)
(e)       Option Expiration
Date
(f)       Number of
Shares or
Units of
Stock that
Have Not
Vested (#)
(g)       Market Value
of Shares or
Units of
Stock That
Have Not
Vested ($)
(h)       Equity Incentive
Plan Awards:
Number of Unearned
Shares, Units
or other Rights That
Have Not Vested (#)
(i)       Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights that
Have Not Vested ($)
(j)
Jeffery D. Ansell 20,000 -- -- 95.18 12/5/2024
15,000 5,000 -- 109.25 12/4/2025
12,500 12,500 -- 118.66 12/2/2026
6,250 18,750 -- 168.78 12/7/2027
0 25,000 -- 130.88 12/4/2028
43,353 5,151,653
4,107 488,035
3,551 421,958

Jaime A. Ramirez 15,000 -- -- 70.61 12/6/2022
15,000 -- -- 79.70 12/5/2023
15,000 -- -- 95.18 12/5/2024
11,250 3,750 -- 109.25 12/4/2025
7,500 7,500 -- 118.66 12/2/2026
3,750 11,250 -- 168.78 12/7/2027
0 15,000 -- 130.88 12/4/2028
29,371 3,490,179
1,888 224,379
1,482 176,080

John H. Wyatt 2,500 -- -- 63.72 12/9/2020
5,000 -- -- 64.79 12/8/2021
10,000 -- -- 70.61 12/6/2022
10,000 -- -- 79.70 12/5/2023
10,000 -- -- 95.18 12/5/2024
7,500 2,500 -- 109.25 12/4/2025
7,500 7,500 -- 118.66 12/2/2026
3,750 11,250 -- 168.78 12/7/2027
0 15,000 -- 130.88 12/4/2028
46,195 5,489,368
2,361 280,510
1,907 226,666

Table of Contents
Footnote to columns (b) and (c)
All of the options identified in columns (b) and (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) vest in four equal annual installments on the first four anniversaries of the date of grant. An award recipient must generally remain employed until the time of vesting of awards, but awards will vest in full if the participant’s employment terminates as a result of retirement, death or disability.
Footnote to column (g)
The awards identified in this column ~~are~~include (i) ~~time vesting~~time-vesting RSUs that have not yet vested; (ii) the performance awards for the ~~2015~~2016 – ~~2017~~2018 performance program, which vested upon distribution in the first quarter of ~~2018~~2019 based on achievement of performance goals as set forth in the Compensation Discussion and Analysis on page ~~24;~~31; (iii) a portion of the performance awards for the ~~2016~~2017 – ~~2018~~2019 performance program, which will vest following the end of the applicable performance period; and (iv) a portion of the performance awards for the ~~2017-2019~~2018 – 2020 performance program, which will vest following the end of the applicable performance period.
The number of shares not yet vested attributable to the ~~2016 – 2018 and~~ 2017 – 2019 and 2018 – 2020 performance programs reflect achievement of annual goals included in the programs as follows:
      EPS Goals Achieved       CFROI Goals Achieved
~~2016-2018 Performance Award~~ ~~2016: between target and maximum~~ ~~2016: maximum~~
~~2017: maximum~~ ~~2017: maximum~~
2017-2019 Performance Award 2017: between target and maximum 2017: between target and maximum
2018: between target and maximum 2018: below threshold
2018-2020 Performance Award 2018: between threshold and target 2018: below threshold
The number of time vesting RSUs granted to each executive that had not vested as of December ~~30, 2017~~29, 2018 is as set forth in the table below. Unless otherwise indicated, awards vest in four equal installments on the first four anniversaries of the grant date.
Grantee       Grant Date       Vesting Schedule       Number of Units not yet vested
James M. Loree ~~December 5, 2014~~ ~~3,572~~
December 4, 2015 ~~6,250~~ 3,125
December 2, 2016 ~~12,228~~ 8,152
December 7, 2017 ~~9,995~~ 7,497
December 4, 2018 15,354

Donald Allan, Jr. December 5, 2014 ~~1,429~~
~~December 5, 2014~~ Vests in ~~two equal installments~~full on ~~December 5, 2018 and~~ December 5, 2019 ~~30,000~~ 15,000
December 4, 2015 ~~2,500~~ 1,250
December 2, 2016 ~~4,077~~ 2,718
December 7, 2017 ~~3,049~~ 2,287
December 4, 2018 5,319

Jeffery D. Ansell December 5, 2014 ~~1,429~~
~~December 5, 2014~~ Vests in ~~two equal installments~~full on ~~December 5, 2018 and~~ December 5, 2019 ~~30,000~~ 15,000
December 4, 2015 ~~2,500~~ 1,250
December 2, 2016 ~~4,077~~ 2,718
December 7, 2017 ~~3,049~~
~~Janet M. Link~~ 2,287 ~~July 19, 2017~~ ~~13,586~~
December ~~7, 2017~~4, 2018 ~~1,829~~ 5,319

~~John H. Wyatt~~Jaime A. Ramirez December 5, 2014 ~~715~~ 5,000
December 4, 2015 ~~1,250~~
938 ~~October 21, 2016~~ ~~Vests in full on November 1, 2018~~ ~~10,000~~
December 2, 2016 ~~2,446~~ 1,631
December 2, 2016 Vests in two equal installments on December 2, 2020 and
December 2, 2021 10,000
December 7, 2017 1,372
December 4, 2018 3,191
John H. Wyatt December 4, 2015 625
December 2, 2016 1,631
December 2, 2016 Vests in two equal installments on December 2, 2020 and
December 2, 2021 20,000
December 7, 2017 1,372
December 7, 2017 Vests in full on December 7, 2022 10,000
December ~~7, 2017~~4, 2018 ~~1,829~~ 3,191

~~Awards under the 2016 – 2018 and 2017 – 2019 performance programs will vest when awards are distributed, which is generally during the first quarter following completion~~Table of the performance cycle. An award recipient must generally remain employed until the time of vesting of awards, but awards will vest on a pro-rated basis if the participant’s employment terminates as a result of retirement, death or disability.Contents

Footnote to column (i)
The shares identified in this column are the number of shares that may be issued pursuant to the ~~2016–~~2017 – 2019 and 2018 ~~and 2017–2019~~– 2020 performance awards that are not included in column (g). Because ~~2017~~2018 EPS performance exceeded the threshold established for the 2018 fiscal year and 2018 CFROI performance was below threshold for the 2018 fiscal year for the 2018 – 2020 award, EPS and CFROI performance was assumed at target and threshold, respectively. Because 2018 EPS performance exceeded the target established for the ~~2017~~2018 fiscal year and 2018 CFROI performance was below threshold for the 2018 fiscal year for the ~~2017–~~2017 – 2019 ~~awards~~award, EPS and ~~met~~CFROI performance was assumed at maximum and threshold, respectively. Because the ~~maximum~~2016 – 2018 TSR exceeded the threshold TSR established for the 2017 ~~fiscal year for the 2016–~~– 2019 and 2018 ~~awards and because the 2015–2017 TSR met the maximum TSR established for the 2016–2018 and 2017–2019~~– 2020 awards, these figures assume performance at ~~maximum on all measures as noted~~target. See summary of assumed performance below:
      EPS Performance
Assumed       CFROI Performance
Assumed       TSR Performance
Assumed
~~2016-2018~~2017 – 2019 Performance Award 2018: maximum 2018: ~~maximum~~threshold ~~maximum~~target
~~2017-2019~~2018 – 2020 Performance Award 2018: ~~maximum~~target 2018: ~~maximum~~threshold ~~maximum~~target
2019: ~~maximum~~target 2019: ~~maximum~~threshold
The awards for the performance periods ending at the end of fiscal years ~~2018~~2019 and ~~2019~~2020 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.~~period. An award recipient must generally remain employed until the time of settlement of performance ~~awards, but pro-rated~~awards. In the event employment is terminated by reason of retirement, death or disability, the 2017 – 2019 awards will ~~vest and~~ be ~~paid~~pro-rated; the 2018 – 2020 awards will be pro-rated if ~~the performance goals are met and~~ the participant’s employment terminates ~~as a result of retirement, death or disability.~~during the first year, and will be settled without pro-ration thereafter, to the extent performance targets are met.
Option Exercises and Stock Vested During ~~2017~~2018 Fiscal Year
The following table provides information concerning options exercised and shares vested for each named executive officer during the Company’s ~~2017~~2018 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)
Option Awards Stock Awards
Name
(a)       Number of
Shares Acquired
on Exercise
(#)
(b)       Value Realized
on Exercise
($)
(c)       Number of
Shares Acquired
on Vesting
(#)
(d)       Value Realized
on Vesting
($)
(e)
James M. Loree 100,000 8,805,314 50,103 6,941,051 0 0 41,901 6,390,359
Donald Allan, Jr. 20,000 1,966,521 18,739 2,600,583 0 0 30,420 4,318,701
Jeffery D. Ansell 35,000 2,685,598 18,739 2,600,583 0 0 30,420 4,318,701
Janet M. Link 0 0 0 0
Jaime A. Ramirez 0 0 13,039 1,856,653
John H. Wyatt 1,912 112,555 8,332 1,175,050 0 0 17,200 2,284,714
Footnote to columns (d) and (e)

Shares acquired are time-vesting RSUs that vested during ~~2017~~2018 and performance awards for the ~~2014~~2015 – ~~2016~~2017 performance period that vested upon distribution in ~~February 2017.~~March 2018. The totals in columns (d) and (e) include shares withheld to cover taxes on vesting of ~~restricted stock units~~RSUs and performance awards. The amounts in column (e) were determined by multiplying the number of shares that vested by the average of the high and low price of a share of Company common stock on the applicable vesting dates.

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Pension Benefits
The following table shows the present value of accumulated benefits payable to each of the named executive officers, including years of service credited, under the Company’s non-qualified defined benefit pension plans.
Name(a)       Plan Name       Number of
Years Credited
Service
(#)       Present Value of
Accumulated
Benefit
($)       Payments
During Last
Fiscal Year
($)       Plan Name
(b)       Number of
Years Credited
Service
(#)
(c)       Present Value of
Accumulated
Benefit
($)
(d)       Payments
During Last
Fiscal Year
($)
(e)
(a) (b) (c) (d) (e)
James M. Loree Stanley Black & Decker, Inc.
Supplemental Executive Retirement Program 18.5 14,956,685 0 Stanley Black & Decker, Inc.
Supplemental Executive Retirement Program 19.5 17,000,989 0

Donald Allan, Jr. -- -- -- -- N/A N/A N/A N/A

Jeffery D. Ansell -- -- -- -- N/A N/A N/A N/A

Janet M. Link -- -- -- --
Jaime A. Ramirez The Stanley Black & Decker Pension Plan 4.9 80,320 0
The Black & Decker Supplemental Pension
Plan 4.9 88,019 0

John H. Wyatt -- -- -- -- N/A N/A N/A N/A
Footnote to Column (b) of Pension Benefits Table
Stanley Black & Decker Inc. Supplemental Executive Retirement Program
The Stanley Black & Decker, Inc. Supplemental Executive Retirement Program ~~(“plan”~~(the “Supplemental Executive Retirement Program”) provides benefits on a non-qualified basis to certain executive officers of the ~~Company (“eligible employees”).~~Company. Pursuant to amendments approved in 2007, the ~~plan~~Supplemental Executive Retirement Program is closed to new participants. Mr. Loree is the only named executive officer who ~~is an eligible employee~~participates in ~~this plan.~~the Supplemental Executive Retirement Program. Under ~~this plan,~~the Supplemental Executive Retirement Program, a participant will be entitled to receive a supplemental retirement benefit, before offsets, based on the following formula: 3% of average pay for each of the first five years of service; plus 2% of average pay for each of the next 15 years of service; plus 1% of average pay for each of the next five years of ~~service.~~service thereafter. For this purpose, average pay is equal to one-third of the participant’s highest total pay (salary and management incentive pay) for any consecutive 36-month period. The benefit will be reduced by the Core Account benefits payable under the Stanley Black & Decker Retirement Account Plan and the Stanley Black & Decker Supplemental Retirement Account Plan. ~~Benefits 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.~~ Mr. Loree has elected to receive his benefit in the form of a 100% joint and survivor annuity. Mr. Loree’s benefits are fully vested.
Black & Decker Retirement Plans
The Stanley Black & Decker Pension Plan (known prior to January 1, 2013 as the Black & Decker Pension Plan) is a tax qualified defined benefit plan that covers most salaried employees of Black & Decker (U.S.) Inc. and its subsidiaries, who were employed as of December 31, 2010. All benefit accruals were frozen under the Stanley Black & Decker Pension Plan, effective at the end of 2010. Mr. Ramirez, the only named executive officer who is a participant in this plan, may commence his benefits under this plan after his separation from service, but no earlier than age 55. Mr. Ramirez is also a participant in The Black & Decker Supplemental Pension Plan, a nonqualified defined benefit plan that provides benefits for certain executives that would have accrued under the Stanley Black & Decker Pension Plan were it not for the limits imposed under the tax laws. All benefit accruals under The Black & Decker Supplemental Pension Plan were frozen, effective at the end of 2010. Benefits under The Black & Decker Supplemental Pension Plan may be forfeited in the event of fraud or willful misconduct or, in the event that following termination of employment, there is an unauthorized disclosure or use of confidential information. Mr. Ramirez will commence his benefits under The Black & Decker Supplemental Pension Plan at the later of separation from service or age 55, provided that benefit payments will not begin until at least six months after his separation from service.
Footnote to Column (d) of Pension Benefits Table
The present value of ~~the~~each accumulated benefit of the named executive officers is based on the following assumptions: (i) that Mr. Loree will receive benefits in a 100% joint and survivor annuity, based on his written election, at his age at the ~~normal retirement age set forth in the Stanley Black & Decker, Inc. Supplemental Executive Retirement Program (age 60),~~2018 fiscal year-end, but delayed 5½ years (due to a six month delay because Mr. Loree is a “specified employee” of the Company within the meaning of Code Section 409A, plus an additional five years in accordance with the applicable provisions of the Stanley Black & Decker Inc. Supplemental Executive Retirement Program and Code Section 409A, because Mr. Loree changed his form of payment election from a lump sum to an annuity in 2013); (ii) that Mr. ~~Loree~~Ramirez will receive benefits in the normal form at his earliest unreduced retirement age set forth in the Stanley Black & Decker Pension Plan (age 62) and will receive benefits in a 10 year certain and continuous annuity, based on a default election, at his earliest unreduced retirement age set forth in The Black & Decker Supplemental Pension Plan (age 62), plus a six-month delay because Mr. Ramirez is a specified employee; (iii) the named executive officer will not die or withdraw funds before retirement; ~~(iii)~~(iv) adjusted ~~RP-2014~~RP-2018 mortality table and future mortality improvement scale; and ~~(iv)~~(v) a discount rate of ~~3.62%.~~4.32% for the Stanley Black & Decker Inc. Supplemental Executive Retirement Program, a discount rate of 4.20% for the Stanley Black & Decker Pension Plan and a discount rate of 4.02% for The Black & Decker Supplemental Pension Plan, as applicable.

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Non-Qualified Defined Contribution and Deferred Compensation Plans
The following ~~relates to~~table shows the executive contributions, earnings and account balances for fiscal 2018 for each named executive officer participating in the Stanley Black & Decker Supplemental Retirement Account Plan, a non-qualified defined contribution plan ~~as it applies to named executive officers and certain other employees~~ and, for Mr. Allan, the Deferred Compensation Plan for Participants in the Company’s Management Incentive Compensation Plan.
Name(a)       Executive
Contributions
in Last FY
($)       Registrant
Contributions
in Last FY
($)       Aggregate
Earnings
in Last FY
($)       Aggregate
Withdrawals/
Distributions
($)       Aggregate
Balance
at Last FYE
($)       Executive
Contributions
in Last FY
($)
(b)       Registrant
Contributions
in Last FY
($)
(c)       Aggregate
Earnings
in Last FY
($)
(d)       Aggregate
Withdrawals/
Distributions
($)
(e)       Aggregate
Balance
at Last FYE
($)
(f)
(a) (b) (c) (d) (e) (f)
James M. Loree 649,654 215,205 374,963 0 5,545,451 657,740 342,051 (134,853) 0 6,410,389
Donald Allan, Jr.
Supplemental Retirement Account Plan 34,875 81,891 97,555 0 1,656,930 36,250 77,248 (29,000) 0 1,741,428
Deferred Compensation Plan 0 0 2,849 0 114,374 0 0 5,360 0 119,734
Jeffery D. Ansell 48,825 83,325 434,660 0 2,415,506 50,750 83,030 (259,784) 0 2,289,502
Janet M. Link 0 0 0 0 0
Jaime A. Ramirez 0 33,446 (9,680) 0 184,196
John H. Wyatt 27,663 47,980 22,832 0 241,913 6,296 62,604 (12,871) 0 297,942
Footnote to column (a) of Non-Qualified Defined Contribution and Deferred Compensation Plans Table

The Company maintains the Stanley Black & Decker Retirement Account Plan, the Stanley Black & Decker Supplemental Retirement Account Plan, and the Deferred Compensation Plan for Participants in the Company’s Management Incentive Compensation Plan. The Deferred Compensation Plan for Participants in the Company’s Management Incentive Compensation Plan has been closed to new deferrals. Certain employees, including the Company’s executive officers, may ~~now~~ defer bonuses and other compensation pursuant to the Stanley Black & Decker Supplemental Retirement Account Plan.
The compensation that may be deferred by employees and the amounts that may be credited to their accounts under the Stanley Black & Decker Retirement Account Plan are limited due to certain ~~provisions of~~limitations imposed by the ~~Internal Revenue~~ Code and the ~~regulations.~~regulations promulgated thereunder. The Stanley Black & Decker Supplemental Retirement Account Plan provides executive officers and certain other employees with benefits that cannot be provided under the Stanley Black & Decker Retirement Account Plan.
Effective from January 1, 2011 to December 31, 2018, an eligible employee ~~may~~could defer up to 50% of base salary and up to 100% of his or her management incentive bonus each year under the Stanley Black & Decker Supplemental Retirement Account Plan. ~~Matching~~Prior to January 1, 2019, the Company ordinarily made matching contributions ~~are made~~ under the Stanley Black & Decker Supplemental Retirement Account Plan equal to 50% of the elective deferral contributions ~~from up to~~on the first 7% of ~~the~~eligible pay (the portion of compensation earned during the year that consists of salary and management incentive ~~bonuses,~~bonuses), including elective contributions made from ~~such salary and management incentive bonuses~~eligible pay under the Stanley Black & Decker Supplemental Retirement Account Plan or an arrangement described in ~~Internal Revenue~~ Code Section 125 or 401(k), that exceeds the amount of such compensation that may be recognized under the Stanley Black & Decker Retirement Account Plan.
Effective January 1, 2019, the Company, at its discretion, will determine whether matching contributions will be made for a particular year. If the Company decides to make matching contributions for a particular year, it will make contributions, in an amount determined in its discretion, that may constitute part or all of or more than the matching contributions that would have been made pursuant to the provisions of the Stanley Black & Decker Supplemental Retirement Account Plan that were in effect prior to 2019.
Effective from January 1, 2011 to December 31, 2018, supplemental Core ~~allocations are~~contributions were made for certain participants in the Stanley Black & Decker Supplemental Retirement Account Plan, determined on the basis of the formulas in the Stanley Black & Decker Retirement Account Plan for Core ~~allocations,~~Allocations, as applied to compensation in excess of the compensation recognized under the Stanley Black & Decker Retirement Account Plan. Effective January 1, 2019, the Company, at its discretion, will determine whether Core contributions will be made for a particular year. If the Company decides to make Core contributions for a particular year, it will make contributions, in an amount determined in its discretion, that may constitute part or all of or more than the Core contributions that would have been made pursuant to the provisions of the Stanley Black & Decker Supplemental Retirement Account Plan that were in effect prior to 2019.
Effective January 1, 2011, all matching ~~allocations~~contributions credited under the Stanley Black & Decker Supplemental Retirement Account Plan, including any supplemental matching ~~allocations~~contributions that were made prior to 2011, are vested upon completion of one year of service or, if earlier, upon an active ~~employee reaching~~employee’s attainment of age 55, ~~becoming disabled,~~or upon disability, or death. Effective January 1, 2011, all Core ~~allocations~~contributions credited under the Stanley Black & Decker Supplemental Retirement Account Plan, together with prior supplemental ~~cornerstone allocations,~~Cornerstone contributions, are vested after three years of service or, if earlier, upon a participant’s reaching age 55, becoming disabled, or death, while employed by the Company.

All of the supplemental accounts that are described above are credited with notional investment earnings or losses, depending upon the investment options selected by the participants, which may be changed on a daily basis by the participants. A participant receives a lump sum distribution, or 2two or ~~5 year~~five-year annual installment payments, based on his or her distribution election of the vested supplemental account balances following termination of employment unless he or she has elected a later distribution date. Upon death, prior to commencing his or her distribution, the vested supplemental account balances are payable in a lump sum or installments, based on the participant’s distribution election, to the designated beneficiary of the participant. Mr. Loree’s vested accounts that are credited with funds attributable to his supplemental ~~cornerstone allocations,~~Cornerstone contributions, his supplemental Core ~~allocations,~~contributions, and his supplemental Core Transition Benefit ~~allocations~~contributions will be distributed at the same time and in the same form as his benefit under the Stanley Black & Decker ~~Inc.~~ Supplemental Executive Retirement Program. His vested accounts that are credited with funds attributable to his pre-2016 elective deferral contributions and matching ~~allocations~~contributions will be distributed in a lump sum upon his separation from service, plus 10-1/2 years (on account of the change in election and being a specified employee) or, if earlier, upon his death. Mr. Loree’s vested accounts attributable to elective deferral contributions and matching ~~allocations~~contributions credited for 2016, 2017, and ~~2017~~2018 will be distributed in five annual installments commencing upon the six month anniversary of his separation from service ~~plus six months~~ (because he is a specified employee) or, if earlier, upon his death.

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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 or, to the extent contributions reflect a deferral of MICP bonus payments for the ~~2016~~2017 fiscal year, which were payable in ~~2017,~~2018, in column (g) of the Summary Compensation Table for the ~~2016~~2017 year.
The Company contributions listed in column (c) are reported as compensation in column (i) of the Summary Compensation Table.
Footnote to column (d) of Non-Qualified Defined Contribution and Deferred Compensation Plans Table
Participants in the ~~Stanley Black & Decker~~ Supplemental Retirement Account Plan may elect to have their account balances credited with notional earnings based on the performance of certain investment options made available to the participants under the plan. Participants may elect to change their investment elections at any time by contacting the Retirement Service Center via telephone or Internet. During the plan year ended December 31, ~~2017,~~2018, the accounts of the named executive officers under the plan were credited with earnings at the following rates, based on the investment options which they elected: the Stanley Black & Decker Stock Fund ~~49.63%~~(27.61%); ~~Blackrock Short Term Investment~~Stable Value Fund ~~1.20%~~2.30%; Fixed Interest Rate Fund ~~2.72%~~3.18%; Loomis Sayles Core Plus Fixed Income Fund ~~5.34%~~(0.49%); SSgA US Intermediate Government/Credit Bond Index Fund ~~2.16%~~0.88%; EB DL Non SL Aggregate Bond Index Fund ~~3.46%~~(0.04%); SSgA US Inflation Protected Bond Index Fund ~~2.95%~~(1.32%); EB DL Non SL Stock Index Fund ~~21.80%~~(4.40%); SSgA U.S. Total Market Index Fund ~~21.12%~~(5.31%); SSgA US Extended Market Index Fund ~~17.86%~~(9.36%); SSgA Global Equity ex US Index Fund ~~27.42%~~(14.12%); Neuberger Berman Genesis Fund ~~15.78%~~(6.52%); Dodge & Cox International Stock Fund ~~23.94%~~(17.98%); Blackrock LifePath Index Retirement Fund ~~9.99%~~(3.62%); Blackrock LifePath Index 2020 Fund ~~11.61%~~(4.01%); Blackrock LifePath Index 2025 Fund ~~13.75%~~(4.96%); Blackrock LifePath Index 2030 Fund ~~15.68%~~(5.77%); Blackrock LifePath Index 2035 Fund ~~17.55%~~(6.57%); Blackrock LifePath Index 2040 Fund ~~19.24%~~(7.28%); Blackrock LifePath Index 2045 Fund ~~20.31%~~(7.88%); Blackrock LifePath Index 2050 Fund ~~20.70%~~(8.14%); Blackrock LifePath Index 2055 Fund ~~20.69%~~(8.17%); Blackrock LifePath Index 2060 Fund ~~20.64%~~(8.17%). Mr. Allan’s account under the Deferred Compensation Plan for participants in the Company’s Management Incentive Compensation Plan was credited with earnings at a rate of ~~2.55%~~3.81%, pursuant to the terms of the Plan. The Company has not included any portion of the earnings listed in column (d) as compensation in the Summary Compensation Table.
Footnote to column (e) of Non-Qualified Defined Contribution and Deferred Compensation Plans Table
The amount set forth in column (e) represents the distribution of funds in the Stanley Black & Decker Supplemental Retirement Account Plan pursuant to the terms of that plan.
Executive Officer Agreements
Agreement with James M. Loree, President and Chief Executive Officer
In connection with Mr. Loree’s appointment as Chief Executive Officer, effective August 1, 2016, the Company and Mr. Loree entered into a Letter Agreement, dated July 21, 2016 ~~(“Letter”~~(the “Letter”). Under the Letter, Mr. Loree will be employed as the Company’s Chief Executive Officer on an “at will” basis and his employment may be terminated at any time for any reason. In connection with his appointment, Mr. Loree continued to serve as President of the Company and became a member of the Board.
Pursuant to the Letter, Mr. Loree’s annual base salary was increased to $1,200,000. He also would receive (1) an annual cash bonus under the Company’s ~~Management Incentive Compensation Plan (“MICP”)~~MICP or a successor thereto, with a target bonus opportunity (i) for the Company’s 2016 fiscal year equal to 100% of his annual base salary in effect on January 1, 2016, (ii) for the Company’s 2017 fiscal year equal to 150% of his annual base salary in effect on January 1, 2017 and (iii) for fiscal years after 2017 as determined by the Board; (2) annual grants of equity awards in forms and amounts to be determined annually by the Board, with (i) a grant in December 2016 of stock options and ~~restricted stock units~~RSUs with a grant date value (determined for financial reporting purposes) ranging from approximately $3.7 ~~million~~ to ~~approximately~~ $4.0 million, (ii) equity awards with respect to fiscal year 2017 ~~that are expected to have~~with a target aggregate grant date value (determined for financial reporting purposes) of approximately $8 million and (iii) at least 50% of the grant date value of awards granted each year beginning in 2017 consisting of performance share units and the balance consisting of a mix of stock options and ~~restricted stock units~~RSUs or other instruments, as determined by the Board in its sole discretion from time to time; and (3) employee benefits and perquisites provided to other senior executives of the Company pursuant to the Company’s compensation and benefit plans and arrangements, which may be amended from time to time; continued participation in the Company’s Supplemental Executive Retirement Plan, as may be amended from time to time; and four weeks of paid time off per year.
Pursuant to the Letter, on August 1, 2016, Mr. Loree received a one-time promotion grant of 129,199 stock options that vest in four equal annual installments on the first four anniversaries of the grant date.

In the event that Mr. Loree’s employment is terminated by the Company without Cause (“Cause” being defined in the Letter to include willful and continued failure to substantially perform duties) or by Mr. Loree for Good Reason (“Good Reason” being defined in the Letter to include a material adverse alteration by the Company of the nature or status of Mr. Loree’s responsibilities and Mr. Loree’s removal from the Board), Mr. Loree will be eligible to receive certain severance payments and benefits, subject to his executing a release of claims in favor of the Company and complying with certain restrictive covenants (including a two-year post-termination non-competition, ~~covenant,~~ employee non-solicitation ~~covenant~~ and customer non-solicitation ~~covenant,~~covenants, as well as a confidentiality covenant of indefinite duration) which will be applicable regardless of the reason for Mr. Loree’s termination of employment. Such severance payments and benefits will consist of (A) a lump sum cash severance payment equal to two times the sum of (i) his base salary at termination and (ii) his target annual cash bonus for the year of termination and (B) continued coverage under the Company’s medical, dental, life, vision and prescription drug plans for up to 24 months after termination of employment. Under the Letter, Mr. Loree will be deemed to have given

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notice to the Board, on the date he attains age 65 that he intends to retire from all positions with the Company and its subsidiaries on the 30th day thereafter (the “Loree Retirement Date”) and such notice shall automatically become effective on the Loree Retirement Date (unless, in the case of Mr. Loree’s service on the Board, Mr. Loree and the Board mutually agree that Mr. Loree will continue to serve on the Board). See the“Termination Provisions Summary”table on page ~~46,~~52, and the footnotes thereto, for information regarding payments that would have become payable to Mr. Loree if his employment had been terminated effective December ~~30, 2017.~~29, 2018.
Agreement with John H. Wyatt, President, Stanley Engineered Fastening
On December 22, 2014, the Company offered John H. Wyatt, a citizen of the United Kingdom who was then on assignment with a Belgian subsidiary of the Company serving as the Company’s President, CDIY Europe, a promotion to President, Sales & Marketing, Global Tools & Storage. As a condition to receiving the promotion, Mr. Wyatt was required to relocate to Towson, Maryland. Consistent with European practice, Mr. Wyatt had entered into an employment agreement with the Company’s Belgian subsidiary; that agreement was replaced by the terms set forth in the December 22, 2014 offer of employment (the “Offer Letter”) effective December 30, 2014.
Under the terms of the Offer Letter, Mr. Wyatt’s annual base salary was increased to $540,000. Mr. Wyatt also would be entitled to participate in the MICP with an annual target bonus opportunity equal to 50% of his annual base salary, and a maximum potential award equal to 100% of his annual base salary and to receive (a) annual performance awards with a target annual value equal to 50% of his annual base salary and a maximum potential annual performance award equal to 100% of his annual base salary, and (b) annual equity awards as determined by the Compensation Committee. Mr. Wyatt also received two special grants totaling 20,000 RSUs. The first of these grants was awarded on February 17, 2015 and vested on November 1, 2016. The second grant was awarded on October 21, 2016, and will vest in full on November 1, 2018. Mr. Wyatt also is eligible to participate in employee benefit plans generally available to the Company’s senior officers.
Mr. Wyatt also received certain benefits tied to his relocation from Europe to the United States. These benefits included: an annual housing stipend of $120,000; a travel benefit capped at $18,000; reimbursement of incremental cost increases in tuition and boarding for Mr. Wyatt’s minor daughter’s education until her graduation from high school; and “non-pensionable” compensation of $3,713 per month. These benefits ceased on December 31, 2017. Mr. Wyatt also received a one-time relocation allowance of $10,000 to defray incidental expenses not otherwise covered by the Company’s relocation policy, and will be reimbursed, pursuant to the Company’s relocation policy, for costs to move back to Europe upon termination of his employment other than a termination for cause by the Company or Mr. Wyatt’s voluntary resignation. Finally, the Company will pay for preparation of Mr. Wyatt’s personal income tax filings in the United States and other jurisdictions for the shorter of the lapse of equity instruments granted while in Europe or the duration of Mr. Wyatt’s employment. This benefit is offset against the financial and estate planning benefit that would otherwise be available to an officer at Mr. Wyatt’s level.
On January 20, 2016, Mr. Wyatt was promoted to President of the Company’s Engineered Fastening business. In connection with the promotion, Mr. Wyatt’s target MICP bonus for the 2016 fiscal year was equal to 70% of his base salary and his maximum bonus is equal to 140% of his base salary, and his target opportunity under the Long-Term Performance Award program for performance periods beginning with the 2016 fiscal year will be 70% of his base salary with a maximum payout of 140% of base salary.

~~Agreement with Janet M. Link, Senior Vice President, General Counsel and Secretary~~
In connection with her employment by the Company, the Company and Ms. Link entered into a Letter Agreement dated June 7, 2017 (the “Link Offer Letter”). Under the terms of the Link Offer Letter, Ms. Link’s annual base salary is $520,000. Ms. Link is entitled to participate in the MICP with an annual target bonus opportunity equal to 75% of her annual base salary, and a maximum potential award equal to 150% of her annual base salary. For 2017, Ms. Link was guaranteed to receive a payment equal to her target bonus opportunity under the MICP. Ms. Link also will receive (a) annual performance awards beginning with the 2018-2020 performance cycle, with a target annual value equal to 100% of her annual base salary and a maximum award equal to 200% of her annual base salary, and (b) annual time-based equity awards with a target grant date fair value in 2017 of approximately $735,000. The amount and form of awards in subsequent years will be determined by the Compensation Committee. On joining the Company, Ms. Link received a sign-on bonus of $350,000. If Ms. Link voluntarily terminates her employment or is involuntarily terminated by the Company for violation of the Company’s rules or misconduct within two years of her start date, Ms. Link will be required to repay the sign-on bonus. Ms. Link also received a special one-time grant of restricted stock units with a total grant date fair value of $2 million, which will vest in four equal annual installments on the first four anniversaries of the grant date.
Ms. Link also is eligible to participate in employee benefit plans generally available to the Company’s senior officers. She received a one-time relocation allowance of $5,000 to defray incidental expenses not otherwise covered by the Company’s relocation policy.
Termination and Change in Control Provisions
Provisions under Company Incentive Plans
The Company’s MICP, its ~~2001 and~~ 2009 Long-Term Incentive ~~Plans (the “2001 LTIP” and the “2009 LTIP,” respectively),~~Plan, the 2013 Long Term Incentive Plan, ~~(collectively with the 2001 LTIP~~ and the ~~2009 LTIP,~~2018 Omnibus Award Plan (collectively, the “LTIPs”) and change in control severance agreements with each of Messrs. Loree, Allan, ~~and~~ Ansell, ~~Ms. Link~~Ramirez and ~~Mr.~~ Wyatt, and with other senior officers of the Company ~~(“Change~~(the “Change in Control Agreements”) include provisions for the acceleration of payments and/or other benefits in connection with a change in control, as such term is defined in the applicable plans and agreements.
Specifically, the MICP and the LTIPs generally provide for a so-called “double trigger” acceleration in connection with a change in control (as defined in the applicable plan). Accordingly, no awards would accelerate if such awards are assumed or replaced with an equivalent award by the resulting entity and the participant does not incur a qualifying termination prior to the end of the applicable performance period in the case of the MICP or within two years following a change in control in the case of awards under the LTIPs.

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With respect to awards that are not assumed or replaced by the resulting entity, unless otherwise determined by the Compensation Committee at the time of grant, upon the occurrence of a ~~“Change~~change in ~~Control.”~~control of the Company, (i) participants under the MICP will be entitled to a pro rata portion of their award, assuming achievement of the applicable performance goal(s) at target levels and (ii) with respect to awards under the LTIPs, all options will become immediately exercisable in full and will remain outstanding for the remainder of their terms, all performance awards will become payable or distributable, assuming achievement at target, and all restrictions applicable to restricted stock and RSUs will immediately lapse.
A change in control under the MICP, the LTIPs and the Change in Control Agreements is generally deemed to have occurred in any of the following circumstances: (i) subject to certain exceptions, a person is or becomes the beneficial owner of securities representing 25% or more of the combined voting power of the Company’s then outstanding securities; (ii) there is a change in the composition of the Board of Directors such that less than a majority of the members were elected, nominated or appointed by at least two-thirds of the incumbent directors; (iii) consummation of a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or entity other than (a) a merger or consolidation where the voting securities of the Company continue to represent at least 50% of the combined voting power of the surviving entity or any parent thereof or (b) a merger or consolidation effected to implement a recapitalization of the Company in which no person is or becomes the beneficial owner of securities representing 25% or more of the combined voting power of the Company’s then-outstanding securities; or (iv) the Company’s shareholders approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of its assets unless the shareholders of the Company own at least 50% of the acquiring entity in substantially the same proportions as their ownership of the Company immediately prior to such sale.
With respect to awards granted after October 13, 2011, the LTIPs and the MICP generally provide for a so-called “double trigger” acceleration in connection with a change in control (each as defined in the applicable plan). Accordingly, no such awards would be accelerated if such awards are assumed or replaced by the resulting entity with an equivalent award and the participant does not incur a qualifying termination prior to the end of the applicable performance period in the case of the MICP or within two years following a change in control in the case of awards under the LTIPs.
With respect to awards granted pursuant to the 2001 LTIP and the 2009 LTIP prior to October 13, 2011, and LTIP and MICP awards granted after October 13, 2011 that are not assumed or replaced by a resulting entity, unless otherwise determined by the Compensation Committee at the time of grant of an award, upon the occurrence of a Change in Control of the Company, (i) participants under the MICP will be entitled to a pro rata portion of their award, assuming achievement of the applicable performance goal(s) at target levels and (ii) with respect to awards under the LTIPs, all options will become immediately exercisable in full and will remain outstanding for the remainder of their terms, all performance awards will become payable or distributable, assuming achievement at target and all restrictions applicable to restricted stock and RSUs will immediately lapse.

Change in Control Agreements with Named Executive Officers
The Company initially entered into a Change in Control Agreement with Mr. Loree on May 9, 2003, and with Mr. Ansell on October 13, 2006. The Company entered into amended and restated Change in Control Agreements with each of the foregoing executives on December 10, 2008, in order to comply with the rules of Section 409A of the Code. The changes reflected in the 2008 amended and restated Change in Control Agreements do not generally affect the scope or amount of benefits the respective executive officer would be entitled to receive. The Company entered into the amended and restated Change in Control Agreement with Mr. Allan on February 23, 2009. The Forms of Change in Control Agreements executed with Messrs. Allan and Ansell are on file as exhibits to the Company’s Annual Report on Form 10-K for the year ended January 3, 2009.
In 2012, the Company adopted a new form of Change in Control Agreement that does not include a tax ~~gross up~~gross-up provision. On August 1, 2013, the Company entered into a Change in Control Agreement with Mr. Ramirez and on February 17, 2016, the Company entered into a Change in Control Agreement with Mr. Wyatt ~~and on December 19, 2017, the Company entered in to a Change in Control Agreement with Ms. Link~~ using the new ~~form of agreement. The~~ Form of Change in Control Agreement. The Change in Control Agreement executed with Mr. Ramirez and Mr. Wyatt is on file as exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 29, ~~2012; the Change in Control Agreement executed with Ms. Link is on file as exhibit 10.26 to the Company’s Annual Report on Form 10-K for the year ended December 30, 2017.~~2012.
On July 21, 2016, in connection with Mr. Loree’s promotion to CEO, the Company entered into a Second Amended and Restated Change in Control Agreement with Mr. ~~Loree.~~Loree amending his initial agreement on May 9, 2003 and the first amended and restated agreement on December 10, 2008. This agreement also does not include a tax ~~gross up~~gross-up provision. The Change in Control Agreement executed by Mr. Loree is on file as exhibit 10.2 to the Company’s Current Report on Form 8-K dated July 21, 2016.
In December 2018, the Board approved revised Change In Control Agreements for Messrs. Allan and Ansell that went into effect on December 4, 2018. The economic terms and conditions of the new agreements are substantially similar to these executives’ prior change in control agreements, except that no excise tax gross-up provisions were included in the new Form of Change in Control Agreements. As a result, none of the executive officers are currently party to an agreement that contains a tax gross-up provision. The Change in Control Agreements executed by Messrs. Allan and Ansell are on file as Exhibits 10.5 and 10.4, respectively, to the Company’s Annual Report on Form 10-K for the year ended December 29, 2018.
The current Change in Control agreements with Messrs. ~~Allan~~Ramirez and ~~Ansell, Ms. Link and Mr.~~ Wyatt provide for a ~~two year~~two-year term, subject to recurring ~~one year~~one-year extensions unless 90 days’ advance notice is given not to extend the term. The Change in Control agreement with Mr. Loree, ~~provides~~and the Change in Control Agreements with Messrs. Allan and Ansell, each provide for a ~~one year~~one-year term, subject to recurring ~~one year~~one-year extensions unless 90 days’ advance notice is given not to extend the term. Further, if a Change in Control occurs during the term, the term of each such agreement will not expire earlier than two years from the date of the ~~Change~~change in ~~Control.~~control. A qualifying termination of employment will generally occur if the executive officer’s employment is ~~actually~~terminated without “cause” or ~~constructively terminated~~for “good reason” within two years following a Change in Control. The agreements provide for the following upon a qualifying termination:
○
a lump sum cash payment equal to 3 times (for Mr. Loree) and 2.5 times (for Messrs. Allan, ~~and~~ Ansell, ~~Ms. Link~~Ramirez and ~~Mr.~~ Wyatt) annual base salary;

○
a cash payment equal to 3 times (for Mr. Loree) and 2.5 times (for Messrs. Allan, ~~and~~ Ansell, ~~Ms. Link~~Ramirez and ~~Mr.~~ Wyatt) average annual bonus over the 3 years prior to termination;

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○
continuation of certain health and welfare benefits and perquisites for 3 years (for Mr. Loree) and 2.5 years (for Messrs. Allan, ~~and~~ Ansell, ~~Ms. Link~~Ramirez and ~~Mr.~~ Wyatt) (or, if shorter, until similar benefits are provided by the executive officer’s new employer);

○
a payment reflecting the actuarial value of an additional 3 years of service credit for retirement pension accrual purposes under any defined benefit or defined contribution plans maintained by the Company (for Mr. Loree) and 2.5 years of service credit for retirement pension accrual purposes under any defined contribution plans maintained by the Company (for Messrs. Allan, ~~and~~ Ansell, ~~Ms. Link~~Ramirez and ~~Mr.~~ Wyatt); and

○
outplacement services (with the cost to the Company capped at $50,000). Messrs. Allan and Ansell will also be entitled to receive additional payments to the extent necessary to compensate them for any excise taxes payable by them under the federal laws applicable to excess parachute payments. In accordance with the determination that excise tax gross ups would not be included in any change in control arrangements entered into after 2010, this provision was not included in the agreements with Ms. Link and Mr. Wyatt, which were executed in 2017 and 2016 respectively, or in the amended and restated agreement with Mr. Loree, which was executed in 2016.
Set forth on pages ~~46-51~~52-57 are tables setting forth the dollar amounts that would have been payable at December ~~30, 2017~~29, 2018, the end of the Company’s fiscal year, under the various termination scenarios applicable for each named executive officer. The figures set forth in the tables assume a stock price of ~~$169.69,~~$118.83, the closing price of Company common stock on December ~~29, 2017,~~28, 2018, which was the last trading day of the Company’s ~~2017~~2018 fiscal year, infor the purpose of calculating all amounts payable in respect of equity awards. ~~The Company’s 2017 fiscal year ended December 30, 2017.~~

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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 6,250,000 9,309,210 0 0 0
Pro rata bonus for year of termination 2,851,200 0 2,851,200 1,875,000 2,851,200 2,851,200 2,851,200
SERP/Retirement Plan 219,828 219,828 219,828 3,263,548 219,828 5,569,637 219,828
Supplemental Retirement Account contributions 0 0 0 803,554 0 0 0
Executive benefits & perquisites 0 0 0 129,000 0 0 0
Post-termination life insurance 168,441 168,441 171,729 173,373 168,441 0 168,441
Post-termination health & welfare 0 0 32,459 48,688 0 0 0
Outplacement 0 0 0 50,000 0 0 0
280G tax gross-up 0 0 0 0 0 0 0
Vesting of stock options 10,038,650 0 10,038,650 10,038,650 10,038,650 10,038,650 10,038,650
Vesting of restricted stock units 5,437,631 0 5,437,631 5,437,631 5,437,631 5,437,631 5,437,631
Vesting of performance shares 12,291,805 0 12,291,805 12,646,317 12,291,805 12,291,805 12,291,805
Total 31,007,555 388,269 37,293,302 43,774,971 31,007,555 36,188,923 31,007,555
      Voluntary
Resignation       Involuntary
For Cause       Involuntary
w/out
Cause or
Voluntary
for Good
Reason
(no CIC)       Involuntary
w/out
Cause
upon CIC       Disability       Death
(Pre-retirement)       Retirement
Severance $0 $0 $6,250,000 $10,001,520 $0 $0 $0
Pro rata bonus for year
       of termination $1,785,000 $0 $1,785,000 $1,875,000 $1,785,000 $1,785,000 $1,785,000
SERP/Retirement Plan $0 $0 $0 $6,923,416 $0 $6,830,228 $0
Supplemental Retirement
      Account contributions $0 $0 $0 $1,168,842 $0 $0 $0
Executive benefits &
      perquisites $0 $0 $0 $90,000 $0 $0 $0
Post-termination
      life insurance $147,529 $147,529 $150,817 $152,461 $147,529 $0 $147,529
Post-termination health &
      welfare $0 $0 $32,459 $48,688 $0 $0 $0
Outplacement $0 $0 $0 $50,000 $0 $0 $0
Vesting of stock options $126,187 $0 $126,187 $126,187 $126,187 $126,187 $126,187
Vesting of restricted
      stock units $4,055,341 $0 $4,055,341 $4,055,341 $4,055,341 $4,055,341 $4,055,341
Vesting of performance
      shares
$8,856,433 $0 $8,856,433 $9,286,683 $8,856,433 $8,856,433 $8,856,433
Total $14,970,490 $147,529 $21,256,237 $33,778,138 $14,970,490 $21,653,189 $14,970,490

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TERMINATION PROVISIONS SUMMARY
Donald Allan, 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 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 0 725,000 4,482,142 0 0 0      $0      $0      $725,000      $4,354,704      $0      $0      $0
Pro rata bonus for year of termination 0 0 1,100,880 725,000 1,100,880 1,100,880 0 $0 $0 $690,200 $725,000 $690,200 $690,200 $0
SERP/Retirement Plan 0 0 0 0 0 0 0 $0 $0 $0 $0 $0 $0 $0
Supplemental Retirement Account contributions 0 0 0 425,662 0 0 0 $0 $0 $0 $433,647 $0 $0 $0
Executive benefits & perquisites 0 0 0 107,500 0 0 0 $0 $0 $0 $62,500 $0 $0 $0
Post-termination life insurance 0 0 16,402 41,005 0 0 0 $0 $0 $16,402 $41,005 $0 $0 $0
Post-termination health & welfare 0 0 13,077 45,619 0 0 0 $0 $0 $13,077 $32,692 $0 $0 $0
Outplacement 0 0 0 50,000 0 0 0 $0 $0 $0 $50,000 $0 $0 $0
280G tax gross-up 0 0 0 0 0 0 0
Vesting of stock options 0 0 0 1,956,562 1,956,562 1,956,562 0 $0 $0 $0 $50,050 $50,050 $50,050 $0
Vesting of restricted stock units 0 0 0 6,966,411 6,966,411 6,966,411 0 $0 $0 $0 $3,157,699 $3,157,699 $3,157,699 $0
Vesting of performance shares 0 0 0 3,675,994 4,222,372 4,222,372 0 $0 $0 $0 $2,608,556 $2,731,559 $2,731,559 $0
Total 0 0 1,855,359 18,475,895 14,246,225 14,246,225 0 $0 $0 $1,444,679 $11,515,853 $6,629,508 $6,629,508 $0

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TERMINATION PROVISIONS SUMMARY
Jeffery D. Ansell
      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 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 0 725,000 4,652,713 0 0 0      $0      $0      $725,000      $4,851,129      $0      $0      $0
Pro rata bonus for year of termination 0 0 1,245,440 725,000 1,245,440 1,245,440 0 $0 $0 $772,850 $725,000 $772,850 $772,850 $0
SERP/Retirement Plan 0 0 0 0 0 0 0 $0 $0 $0 $0 $0 $0 $0
Supplemental Retirement Account contributions 0 0 0 375,293 0 0 0 $0 $0 $0 $369,458 $0 $0 $0
Executive benefits & perquisites 0 0 0 107,500 0 0 0 $0 $0 $0 $62,500 $0 $0 $0
Post-termination life insurance 0 0 12,905 32,263 0 0 0 $0 $0 $12,905 $32,263 $0 $0 $0
Post-termination health & welfare 0 0 16,459 51,051 0 0 0 $0 $0 $16,459 $41,147 $0 $0 $0
Outplacement 0 0 0 50,000 0 0 0 $0 $0 $0 $50,000 $0 $0 $0
280G tax gross-up 0 0 0 0 0 0 0
Vesting of stock options 0 0 0 1,956,562 1,956,562 1,956,562 0 $0 $0 $0 $50,050 $50,050 $50,050 $0
Vesting of restricted stock units 0 0 0 6,966,411 6,966,411 6,966,411 0 $0 $0 $0 $3,157,699 $3,157,699 $3,157,699 $0
Vesting of performance shares 0 0 0 3,694,151 4,246,237 4,246,237 0 $0 $0 $0 $2,621,271 $2,751,058 $2,751,058 $0
Total 0 0 1,999,804 18,610,944 14,414,650 14,414,650 0 $0 $0 $1,527,214 $11,690,517 $6,731,657 $6,731,657 $0

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TERMINATION PROVISIONS SUMMARY

~~Janet M. Link~~Jaime A. Ramirez
      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 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 0 520,000 2,844,400 0 0 0      $0      $0      $500,000      $2,565,768      $0      $0      $0
Pro rata bonus for year of termination 0 0 617,760 390,000 617,760 617,760 0 $0 $0 $425,250 $375,000 $425,250 $425,250 $0
SERP/Retirement Plan 0 0 0 0 0 0 0 $0 $0 $0 $0 $0 $0 $0
Supplemental Retirement Account contributions 0 0 0 44,750 0 0 0 $0 $0 $0 $208,732 $0 $0 $0
Executive benefits & perquisites 0 0 0 107,500 0 0 0 $0 $0 $0 $62,500 $0 $0 $0
Post-termination life insurance 0 0 13,217 33,043 0 0 0 $0 $0 $7,123 $17,807 $0 $0 $0
Post-termination health & welfare 0 0 5,063 12,657 0 0 0 $0 $0 $16,459 $52,829 $0 $0 $0
Outplacement 0 0 0 50,000 0 0 0 $0 $0 $0 $50,000 $0 $0 $0
280G tax gross-up 0 0 0 0 0 0 0
Vesting of stock options 0 0 0 13,650 13,650 13,650 0 $0 $0 $0 $37,219 $37,219 $37,219 $0
Vesting of restricted stock units 0 0 0 2,615,771 2,615,771 2,615,771 0 $0 $0 $0 $2,035,647 $2,035,647 $2,035,647 $0
Vesting of performance shares 0 0 0 0 0 0 0 $0 $0 $0 $1,143,976 $1,201,642 $1,201,642 $0
Total 0 0 1,156,040 6,111,771 3,247,181 3,247,181 0 $0 $0 $948,832 $6,549,478 $3,699,758 $3,699,758 $0

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TERMINATION PROVISIONS SUMMARY
John H. Wyatt
      Voluntary
Resignation       Involuntary
For Cause       Involuntary
w/out
Cause or
Voluntary
for Good
Reason
(no CIC)       Involuntary
w/out
Cause
upon CIC       Disability       Death
(Pre-retirement)       Retirement Voluntary
Resignation Involuntary
For Cause
Involuntary
w/out
Cause or
Voluntary
for Good
Reason
(no CIC)
Involuntary
w/out
Cause
upon CIC Disability Death
(Pre-retirement) Retirement
Severance 0 0 625,000 2,729,576 0 0 0      $0      $0      $633,000      $2,920,938      $0      $0      $0
Pro rata bonus for year of termination 670,320 0 670,320 468,750 670,320 670,320 670,320 $620,625 $0 $620,625 $474,750 $620,625 $620,625 $620,625
SERP/Retirement Plan 0 0 0 0 0 0 0 $0 $0 $0 $0 $0 $0 $0
Supplemental Retirement Account contributions 0 0 0 207,855 0 0 0 $0 $0 $0 $308,747 $0 $0 $0
Executive benefits & perquisites 0 0 0 107,500 0 0 0 $0 $0 $0 $62,500 $0 $0 $0
Post-termination life insurance 133,736 133,736 135,117 137,188 133,736 0 133,736 $120,874 $120,874 $122,255 $124,326 $120,874 $0 $120,874
Post-termination health & welfare 0 0 27,500 85,977 0 0 0 $0 $0 $21,584 $71,187 $0 $0 $0
Outplacement 0 0 0 50,000 0 0 0 $0 $0 $0 $50,000 $0 $0 $0
Relocation 0 0 178,200 178,200 178,200 178,200 178,200 $0 $0 $179,900 $179,900 $179,900 $179,900 $179,900
280G tax gross-up 0 0 0 0 0 0 0
Vesting of stock options 1,076,238 0 1,076,238 1,076,238 1,076,238 1,076,238 1,076,238 $25,238 $0 $25,238 $25,238 $25,238 $25,238 $25,238
Vesting of restricted stock units 7,846,296 0 7,846,296 7,846,296 7,846,296 7,846,296 7,846,296 $3,186,813 $0 $3,186,813 $3,186,813 $3,186,813 $3,186,813 $3,186,813
Vesting of performance shares 2,141,016 0 2,141,016 1,908,503 2,141,016 2,141,016 2,141,016 $1,543,271 $0 $1,543,271 $1,464,342 $1,543,271 $1,543,271 $1,543,271
Total 11,867,606 133,736 12,699,687 14,796,083 12,045,806 11,912,070 12,045,806 $5,496,821 $120,874 $6,332,686 $8,868,741 $5,676,721 $5,555,847 $5,676,721
Footnotes to Termination Provision Summary Tables
The Company’s ~~2017~~2018 MICP, which applied to the awards that were outstanding at fiscal year-end, provides that, if awards are assumed or replaced on a ~~Change~~change in ~~Control~~control and a qualifying termination occurs, payments will be made on a pro rata basis assuming performance at target. For purposes of these tables, the Company has assumed that this scenario applies.
For the amount of benefits payable under the SERP/Retirement Plan to Mr. Loree at age 60, see column (d) of the “Pension Benefits Table” on page ~~40.~~46. The amount reported in the “Termination ~~Provision~~Provisions Summary Table” for Mr. Loree represents the incremental value that would have been payable in the event of a termination at year end pursuant to the terms of the SERP/Retirement Plan and the Change in Control ~~Severance~~ Agreements in each scenario.
Benefits that Mr. Loree would be entitled to receive if his employment was terminated by the Company without cause or if he was to terminate his employment as a result of a constructive termination of employment are described on pages ~~42-43~~48-49 under the heading “Executive Officer Agreements.” Estimated severance included in the termination tables for ~~Mr.~~Messrs. Allan, ~~Mr.~~ Ansell and ~~Ms. Link~~Ramirez under the heading “Involuntary w/o cause or voluntary for good reason (no CIC)” reflect the Company’s past practice. If any of these individuals were involuntary terminated, the terms of separation would be negotiated at that time and approved by the Compensation & Talent Development Committee.
The standard terms of the Company’s stock option and ~~restricted unit~~RSU awards provide that those awards will become fully vested upon retirement, as defined in the terms of grant. Retirement for these purposes is defined as achievement of age 55 and 10 years of service with the Company or any affiliate.
Under the terms of the Change in Control ~~Severance~~ Agreements between the Company and Messrs. Loree, Allan, ~~and~~ Ansell, ~~Ms. Link~~Ramirez and ~~Mr.~~ Wyatt in effect at fiscal year-end, these executives would be entitled to life, health and accident insurance coverage for a period of 3 years (for Mr. Loree) or 2.5 years (for Messrs. Allan, ~~and~~ Ansell, ~~Ms. Link~~Ramirez and ~~Mr.~~ Wyatt) upon a termination without cause following a ~~Change~~change in ~~Control.~~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 ~~2017~~2018 multiplied by the appropriate period of time. The totals set forth in the termination tables for Mr. Loree, Mr. Wyatt and Ms. Link do not take into account any potential reductions as a result of a cut back under the so-called “golden parachute” excise tax provision contained in their Change in Control Severance Agreements.
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,~~company products and ~~an estimate of $5,000 per year as the cost of~~ annual physicals. The relocation benefit for Mr. Wyatt reflects the Company’s best estimate of costs to relocate Mr. Wyatt and his family to the U.K. in certain termination scenarios, as provided in his Employment Agreement.

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The value attributable to the vesting of performance shares has been determined assuming performance at target for terminations following a change in control, consistent with the award terms. For termination upon retirement (age 55 with 10 or more years of service), 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 during the performance period in respect of the 2017 – 2019 performance period and in full (not pro-rated) for the 2018 – 2020 performance period. ~~The value included in the calculations for performance awards for the 2015 – 2017 performance period equals the amount distributed pursuant to these awards in March 2018.~~ The value included for awards for the ~~2016 – 2018 and~~ 2017 – 2019 and 2018 – 2020 performance periods reflect the following: Performance in 2016 was between the target and maximum EPS goals and at the maximum CFROI goal established for 2016 under the 2016 – 2018 performance program. Performance in 2017 was at the maximum EPS and CFROI goals established for 2017 under the 2016-2018 performance program and was between the target and maximum EPS and CFROI goals established for 2017 under the 2017-2019 performance program. The calculations with respect to pro rated distributions upon retirement, death or disability for the 2016 – 2018 and 2017 – 2019 performance periods include the amounts that would have been distributed based on achievement of these goals when distributions are made for these programs had retirement, death or disability occurred on December 30, 2017, as well as a pro-rata portion based on performance at target for the TSR component of the 2016 – 2018 and 2017 – 2019 programs.
●
2017 – 2019 Performance Program: Performance in 2017 was between the target and maximum EPS and CFROI established for 2017, while performance in 2018 was between the target and maximum EPS goals and below the threshold CFROI goal established for 2018. Performance was estimated at the target EPS and CFROI goals for 2019.
●
2018 – 2020 Performance Program: Performance was between the threshold and target EPS goals and below the threshold CFROI goal established for 2018, and was estimated at target for 2019 and 2020.
●
The calculations with respect to pro-rated distributions upon retirement, death or disability for the 2017 – 2019 performance period include the amounts that would have been distributed based on achievement of these goals when distributions are made for these programs had retirement, death or disability occurred on December 29, 2018, as well as a pro-rata portion based on performance at target for the TSR component of the 2017 – 2019 program. The calculations for the 2018 – 2020 performance period reflect the actual results for 2018; the amounts at target for years 2019 and 2020; and performance at target for the TSR component.

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CEO PAY RATIO
Our Company seeks to establish fair and competitive employee compensation programs in each local market within our global operations ~~in order~~ to effectively attract, retain and motivate our talented workforce.
As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and in accordance with SEC regulations, we are providing the following information to explain the relationship between the annual total compensation of our estimated median employee and the annual total compensation of our CEO.
WeIdentification of Median Employee
Based on our internal review procedures this year, we do not believe that there have been any changes in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio calculation. More specifically, there has only been an approximately 5.4% increase in our overall global population from October 1, 2017 to October 1, 2018, and we have not made any significant changes to our employee compensation arrangements. The median employee identified in 2017 remains employed in substantially the same role and at the same location as last year. Because there have not been any changes to the determination of the median employee that we reasonably believe would significantly affect this year’s pay ratio, the applicable SEC rules permit us to use the same median employee identified last year in order to calculate this year’s pay ratio.
Last year, we selected October 1, 2017 as our determination date to identify the median employee, and used this date to identify the population of employees to be included in our calculations. On October 1, 2017, the Company and its consolidated subsidiaries employed approximately 52,625 individuals, 70% of whom were located outside of the U.S. Under the pay ratio rules, we are permitted to exclude up to 5% of our total employee population, and accordingly we excluded employees from five countries totaling 2,444 employees (approximately 4.6% of our total workforce of 52,625). Employees in the following countries were excluded: Hong Kong (30 employees), Malaysia (228 employees), Philippines (646 employees), Taiwan (1,008 employees) and Thailand (532 employees). As a result, we included 50,181 employees in our calculations in order to identify the median employee.
We selected annualized base pay as of our October 1, 2017 determination date as the most appropriate measure of compensation for identifying our median employee and applied this measure consistently across our employee population. For our salaried population, we used annualized salary; for our hourly population, we used the hourly rate of pay multiplied by the number of hours worked exclusive of overtime, bonuses or other earnings, translated to U.S. dollars.
Annual Total Compensation of Median Employee
We ~~then~~ calculated the median employee’s annual total compensation for 2018 in accordance with the requirements of Item 402(c)(2) of Regulation S-K (the rules used to calculate the compensation included in the Summary Compensation Table) (the “SCT Compensation”). InConsistent with our 2017 CEO Pay Ratio calculation, in order to more accurately represent our overall compensation programs, we added the estimated value of health and welfare benefits provided to the median employee during ~~2017.~~2018. Based on this, our median employee’s total annual compensation, inclusive of benefits, was an estimated ~~$45,449.~~$47,861.
Annual Total Compensation of CEO
With respect to the annual total compensation of our CEO, we used the SCT Compensation as reported in the “total” column of our ~~2017~~2018 Summary Compensation Table, and then added the ~~$25,521~~$16,920 estimated value of health and welfare benefits provided to the CEO during ~~2017 in order~~2018 to maintain consistency between the annual total compensation of our CEO and our median employee. Using this calculation, ~~the~~our CEO’s annual total compensation was ~~$16,236,936.~~$13,580,324.
Pay Ratio
Based on our CEO’s annual total compensation compared to the compensation for the estimated median employee, our estimated pay ratio as calculated pursuant to ~~the~~applicable SEC regulations is ~~357:~~284:1. ~~As an additional point of reference, if this calculation took into account only our U.S. employee population, the~~The Company’s estimated pay ratio ~~would be 186:1.~~decreased from 357:1 in 2017 largely as a result of a sizeable decrease in our CEO’s change in pension value and annual cash incentive payout for 2018 as compared to 2017.
Our estimated pay ratio is influenced by a number of factors, including the geographic distribution of our employees, the mix of hourly ~~vs.~~versus salaried employees included in our employee population, and compensation trends within our specific industry. As a result of these and other variables, we do not believe comparisons to the pay ratios of other companies, including our competitors, are likely to be meaningful.

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ITEM 2—ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS
As required pursuant to Section 14A of the Securities Exchange Act, and in accordance with the results of the 2017 shareholder advisory vote regarding the frequency of the advisory vote on compensation of our named executive officers, we are asking you to vote on a non-binding, advisory basis on the below resolution at the 2019 Annual Meeting.
This advisory vote, commonly known as a “Say on Pay” vote, gives you the opportunity to express your views about the compensation we pay to our named executive officers, as described in this Proxy Statement. You may vote “FOR” or “AGAINST” the resolution or abstain from voting on the resolution. At the 2017 Annual Meeting, a majority of the Company’s shareholders voted in favor of holding a Say on Pay advisory vote on an annual basis, and, in light of this vote, the Board adopted a policy of holding Say on Pay votes annually. Therefore, unless our Board determines otherwise, we will continue to hold Say on Pay votes on an annual basis, and the next Say on Pay advisory vote following this year’s vote will be held at the 2020 Annual Meeting.
Before you vote, please review the Compensation Discussion and Analysis and the tabular and narrative disclosure that follows it. These sections describe our named executive officer pay programs and the rationale behind the decisions made by our Compensation Committee.
We believe you should vote “FOR” our named executive officer compensation program, which we have designed to (1) promote our long-term vision, (2) strengthen the alignment among executive pay, performance and strategy, and (3) encourage our executives to deliver investment returns in line with our shareholders’ expectations. Here are the highlights of our 2018 named executive officer pay programs:
●
Company Performance in 2018:Company performance in 2018, as discussed in more detail in our Annual Report on Form 10-K, was as follows:

●
revenues totaled $14 billion, up 8% from 2017;
● organic growth was 5%*;
● GAAP diluted EPS was $3.99; and
●
adjusted diluted EPS was $8.15**, up 9% from 2017.

●
The Board’s Responsiveness to Shareholders Resulted in a 92.9% Approval in Last Year’s Say on Pay Vote:The Board has reviewed current views on corporate governance best practices and considered the strong shareholder support for our programs as evidenced by last year’s “Say on Pay” vote and determined that our executive compensation programs are designed to reward pay for performance.
●
We Delivered Strong Shareholder Return over the Long Term:Our five- and ten-year annualized total shareholder return was 10.4% and 16.0%, respectively. This was substantially above the S&P 500 five- and ten-year annualized total shareholder return of 8.5% and 13.1%, respectively.
●
Long-Term Performance Targets are Aggressive:Our record over the last five years shows that performance targets for our long-term performance award programs are not easily achievable, as evidenced by our average target payout of 127% over the last five performance cycles. Additionally, this result demonstrates strong alignment with our five-year TSR outperformance versus the S&P 500.
●
Pay for Performance Alignment is Strong:When measured against our peers, our executive compensation programs demonstrate strong alignment between executive pay and Company performance. In the most recently available three-year period (2015 – 2017), when our TSR and pro-forma composite financial performance (based on EPS growth, cash flow multiple and cash flow return on investment) relative to our Compensation Peer Group were at the 84th and 60th percentiles respectively, CEO realizable pay was at the 72nd percentile in our Compensation Peer Group. Our TSR performance for the 2016-2018 three-year period is weaker than the 2015-2017 period and accordingly, our CEO pay for the same period is commensurately lower as illustrated by the 16% decrease in our CEO’s Summary Compensation Table total compensation in 2018 compared to 2017.
●
Target Compensation for our Named Executive Officers Reflects Market Conditions:We regularly benchmark our compensation program against market norms. Total compensation opportunity for our named executive officers is targeted to and reasonably aligned with the median percentile of our peer group.

*
Organic growth is defined as total sales growth less the sales of companies acquired and divested in the past twelve months and foreign currency impacts.
**
See Appendix A for a reconciliation of GAAP diluted EPS to adjusted diluted EPS.

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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 19-57 of the Company’s Proxy Statement for the 2019 Annual Meeting.
For these reasons, the Board of Directors recommends that shareholders vote FOR the approval of the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related narratives and descriptions in this Proxy Statement.
The result of the Say on Pay vote is advisory in nature and 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 3—APPROVAL OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM
Independent Registered Public Accounting Firm
Subject to the action of the shareholders at the Annual Meeting, the Board of Directors, on recommendation of the Audit Committee, has appointed Ernst & Young as the registered independent public accounting firm to audit the financial statements of the Company for the current fiscal year. In the event the shareholders fail to ratify the appointment, the Audit Committee will consider it a direction to consider other auditors for the subsequent year. Because it is difficult and not cost effective to make any change in independent registered public accounting firms so far into the year, the appointment of Ernst & Young would probably be continued for 2019 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 since 1932. The Audit Committee and the Board of Directors believe that the continued retention of Ernst & Young to serve as the Company’s independent auditor is in the best interests of the Company and its investors. Representatives of Ernst & Young will be present at the Annual Meeting with the opportunity to make a statement if they desire to do so and to respond to appropriate questions.
The Board of Directors recommends a vote FOR approval of the selection of Ernst & Young LLP as the Company’s registered independent public accounting firm for the 2019 fiscal year.
Fees of Independent Auditors
General.In addition to retaining Ernst & Young to audit the Company’s consolidated financial statements for 2018, the Company retained Ernst & Young and other accounting and consulting firms to provide advisory, auditing and consulting services in 2018. The Audit Committee has adopted policies and procedures for pre-approving all audit and non-audit services provided by Ernst & Young. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally subject to a specific budget amount. With respect to non-audit services, the Audit Committee will consider and, if appropriate, give pre-approval to specific sub-categories of such services with related budget amounts. The Audit Committee may delegate pre-approval authority to one or more of its members. Ernst & Young and management are required to periodically report to the full Audit Committee regarding the extent of services provided by Ernst & Young in accordance with the Audit Committee’s policies. All of the fees paid to Ernst & Young under the categories “audit-related,” “tax services,” and “other services” were pre-approved by the Audit Committee. The Audit Committee approved all of the services described below in accordance with its pre-approval policies and procedures. The aggregate fees billed to the Company by Ernst & Young for professional services in 2017 and 2018 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 2017 and 2018 were approximately $14,964,000 and approximately $14,051,000, respectively.
Audit-Related Fees.The aggregate fees billed by Ernst & Young to the Company in 2017 and 2018 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 approximately $1,143,000 and approximately $105,000, respectively. Audit related services generally include fees for audits of companies acquired and sold, pension audits, accounting related consultations, and filings with the Securities and Exchange Commission.

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Tax Fees.The aggregate fees billed by Ernst & Young to the Company in 2017 and 2018 for professional services rendered for tax compliance, tax advice and tax planning were approximately $4,476,000 and approximately $6,079,000, respectively. Tax services include domestic and foreign tax compliance and consulting.
All Other Fees.The aggregate fees billed by Ernst & Young to the Company in 2017 and 2018 for services other than audit services, audit-related services and tax services were approximately $7,000 for access to their global online resource for accounting and financial reporting literature and thought leadership.
ITEM 4—APPROVAL OF GLOBAL OMNIBUS ~~AWARD~~EMPLOYEE STOCK PURCHASE PLAN
~~2018 Plan~~Summary of the Proposal
At the Annual Meeting, the Company’s shareholders will be asked to consider and act upon a proposal to approve the Global Omnibus Employee Stock Purchase Plan (the “Global ESPP”). The Global ESPP was recommended for adoption by the Finance and Pension Committee (“Pension Committee”) on October 17, 2018, and was approved unanimously and adopted by the full Board at its meeting on October 18, 2018, subject to approval by the Company’s shareholders.
Approval of the Global ESPP will allow the Company ~~is seeking shareholder approval~~to provide its employees and employees of ~~The~~certain designated subsidiaries inside and outside of the United States an opportunity to become owners of the Company and play a role in the Company’s future and will serve as the successor plan to the Stanley Black & Decker Employee Stock Purchase Plan (the “Existing ESPP”). The Global ESPP has two components: a component that is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code (the “Code Section 423 Component”), and a component that is not intended to qualify as an “employee stock purchase plan” under Code Section 423 (the “Non-Code Section 423 Component”). The Code Section 423 Component will be construed so as to extend and limit participation in a uniform and non-discriminatory basis consistent with the requirements of Code Section 423, which provides preferential tax treatment for employees in the United States. The Non-Code Section 423 Component may be effectuated via separate offerings under one or more sub-plans of the Global ESPP for employees of participating subsidiaries in countries outside of the United States in order to achieve tax, employment, securities law and related purposes and objectives, and to conform the terms of the sub-plans with the laws and requirements of such countries.
If this proposal is approved by the Company’s shareholders, subject to adjustment for certain changes in recapitalization or reorganization, the maximum aggregate number of the Company’s shares of Common Stock that may be issued under the Global ESPP will be 1,600,000 shares, which will be used to satisfy the purchase of shares of Common Stock under either the Code Section 423 Component or the Non-Code Section 423 Component of the Global ESPP. Currently, the Company maintains the Existing ESPP, which originally was adopted in April 1995 and which in recent years has been used for employees in Canada, Israel and the United States. If approved, the Global ESPP will serve as the successor plan to the Existing ESPP and may be used to provide employees globally with an opportunity to become shareholders in the Company. Following the commencement of operation of the Global ESPP, the Company will terminate the Existing ESPP and once terminated, all remaining shares of Common Stock authorized for issuance under the Existing ESPP will cease to be available for purchase by employees.
The Company also maintains the Stanley Black & Decker, Inc. 2018 Omnibus Award Plan (the “2018 Plan”)~~. On January 22, 2018,~~, which allows the ~~Board adopted~~Company to grant various forms of equity compensation awards to employees, officers and non-employee directors of the ~~2018 Plan~~Company and ~~authorized the issuance~~its subsidiaries.
As of ~~16,750,000~~December 29, 2018:
A total of 176,902,738 shares of Common Stock were issued and 151,302,450 shares were outstanding.
A total of 1,606,224 shares of Common Stock were available for issuance under the ~~Company’s common stock in connection with awards pursuant to~~Existing ESPP.
A total of 14,277,893 shares of Common Stock were available for issuance under the 2018 Plan.
The Board adopted the 2018 Plan to further the Company’s goal of attracting, incentivizing and retaining top talent and continuing to offer our key personnel compensation opportunities that are market-competitive. If ~~the 2018 Plan~~this proposal is approved by ~~shareholders, no further awards will be issued under~~ the Company’s ~~2013 Long-Term Incentive Plan (as amended,~~shareholders, the ~~“2013 LTIP”)~~Global ESPP will become effective as of the first available Offering Date, as determined by the Pension Committee, following the date of such ~~approval.~~approval; provided, no shares of Common Stock authorized for issuance under the Global ESPP may be issued prior to January 1, 2020. In the event that the Company’s shareholders do not approve this proposal, the Global ESPP will not become effective.
The 2018 Plan is designed to comply with the requirements of applicable federal and state securities laws, and the Internal Revenue Code of 1986, as amended (the “Code”). Historically, the Company has structured its incentive compensation plans (including the 2013 LTIP and the Management Incentive Compensation Plan) with the intent that certain awards made thereunder qualify as “performance-based compensation” in an effort to exempt such compensation from the deduction limitation under Section 162(m)following description of the ~~Code (“Section 162(m)”). Section 162(m) generally imposes~~Global ESPP is a $1 million deduction limitation on the amount of compensation paid to certain of a company’s executive officers in a given tax year. An exception to this deduction limitation was available with respect to compensation that qualified as “performance-based compensation” under Section 162(m), which required compliance with certain requirements set forth in Section 162(m)summary and the applicable regulations. As a result of new tax legislation that went into effect on December 22, 2017, this exception for performance-based compensation will not be available for taxable years beginning after December 31, 2017, unless such compensation qualifies for certain transitionary relief contemplated in the new tax legislation. Therefore, compensation paid under the 2018 Plan (if approved) that exceeds the deduction limitation is not expected to be deductible by the Company.
The Board believes that equity-based compensation plans such as the 2018 Plan serve other, equally important purposes that are separate and distinct from purposes related to tax structuring, such as (i) allowing the Company to use a vehicle other than cash to compensate its employees and (ii) benefitting the interests of our shareholders by effectively linking employee compensation to the performance of our Company’s stock price. Further, although the Compensation Committee now has greater flexibility in how it designs and administers its executive compensation programs, the Board and the Compensation Committee intend to continue a long-term compensation program that pays compensation based on the achievement of certain performance criteria. By implementing a long-term incentive plan such as the 2018 Plan, the Compensation Committee will be able to design and implement executive compensation programs that retain our key employees, compensate those employees based on the performance of the Company and other individual performance factors, and enhance shareholder alignment.
~~Director Participation and Compensation Limitation~~
If the 2018 Plan is approved, non-employee directors will be eligible to participate in the 2018 Plan, giving the Company greater flexibility to issue equity-based compensation awards to our non-employee directors. In connection with approval of the 2018 Plan, the Board approved a proposal to include in the 2018 Plan an outside limitation of $750,000 on the amount of compensation that can be paid to any non-employee director in any year. If the 2018 Plan is approved, the maximum total compensation (annual retainer plus chairperson fees, equity awards, product program and any other remuneration) payable to any director in any year would be $750,000. This limitation is not intended to serve as an increase to the amount of annual compensation that we currently pay our non-employee directors, and no changes were made to our existing non-employee director compensation arrangements; rather, this action was approved for the purpose of limiting the amount of compensation the Board can approve for its non-employee members each year.
In connection with approving the 2018 Plan, shareholders are being asked to ratify the Non-Employee Director Compensation Limitation. By voting “FOR” approval of the 2018 Plan, you will be deemed to have also ratified the Non-Employee Director Compensation Limitation.

~~Reasons Why You Should Vote to Approve the 2018 Plan~~
The 2018 Plan is substantially similar to the 2013 LTIP and, if approved, will allow us to grant incentive compensation awards that are intended to attract and retain exceptionally qualified individuals upon whom, in large measure, the sustained progress, growth and profitability of the Company depend. The 2018 Plan also includes various shareholder-friendly provisions, such as:
○
~~a limitation on the total annual compensation of non-employee directors, as described above;~~
○
a so-called “double-trigger” vesting provision, which generally provides that awards will not be accelerated upon a “Change in Control” (as defined in the 2018 Plan) of the Company if (1) an acquirer replaces or substitutes outstanding awards in accordance with the requirements of the 2018 Plan and (2) a participant holding the replacement or substitute award does not incur an involuntary termination of employment within two years following the Change in Control, as further discussed below;
○
~~a full value award conversion ratio of 4:1, which limits the number of awards under the 2018 Plan available to be granted as full value awards;~~
○
prohibitions against (1) repricing options or stock appreciation rights and (2) buyout or replacement of options or stock appreciation rights with an exercise or strike price that is less than the original exercise or strike price of the award;
○
~~explicitly provides that dividends and dividend equivalents with respect to an award will only vest to the extent that the underlying award vests (including performance awards);and~~
○
does not provide for “liberal recycling” of shares, which means that the following shares will not be added back to the aggregate plan limit: (1) shares tendered in payment of the exercise price of a stock option in connection with a “net exercise” arrangement; (2) shares withheld by the Company to satisfy tax withholding obligations in connection with the vesting of the underlying award; and (3) shares that are repurchased by the Company with proceeds realized by the Company in connection with any repurchase program, whether using proceeds from the exercise of a stock option, SAR or otherwise.
The 2018 Plan permits the granting of (i) stock options, including incentive stock options (“ISOs”) entitling the optionee to favorable tax treatment under Section 422 of the Code, (ii) stock appreciation rights (“SARs”), (iii) restricted stock and restricted stock units (“RSUs”), (iv) performance awards, (v) dividend equivalents, and (vi) other awards valued in whole or in part by reference to or otherwise based on the Company’s common stock (“Other Stock-Based Awards”). Each of the awards will be evidenced by an award document setting forth the terms and conditions applicable thereto.
~~The foregoing summary~~ is qualified in its entirety by reference to the ~~full text of~~plan document for the ~~2018 Plan,~~Global ESPP, a copy of which is attached ~~hereto~~ as Exhibit A.A to this Proxy Statement.

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~~Summary~~Purpose.The purpose of ~~Historical Grant Practices~~the Global ESPP is to afford eligible employees an opportunity to obtain a proprietary interest in the continued growth and prosperity of the Company through ownership of shares of the Company’s common stock.
Plan Administration.The Global ESPP will be administered by the Pension Committee of the Board. The Pension Committee will have broad administrative authority over the Global ESPP, including (a) all questions regarding the interpretation of the Global ESPP, (b) any form of agreement or other document employed by the Company in the administration of the Global ESPP, and (c) any purchase rights granted under the Global ESPP. The correction of any errors arising under the Global ESPP will be determined by the Pension Committee and will be final and binding upon all persons having an interest in the Global ESPP or the purchase rights. The Pension Committee also will determine all relevant terms and conditions of the purchase rights granted to employees, provided that all employees have the same rights and privileges within the meaning of Section 423(b) of the Code for purposes of the Code Section 423 Component of the Global ESPP.
~~In authorizing~~The Pension Committee may assign any of its administrative tasks and authorities set forth under the Global ESPP to the Company’s (1) (a) Vice President, Corporate Tax and Treasurer, (b) Senior Vice President, Chief Human Resources Officer, or (c) Vice President, Treasury, or the successors thereto (each acting individually), or (2) such other officer(s) or employee(s) of the Company to whom the Pension Committee has delegated the authority to administer the Global ESPP (the “Plan Administrator”); provided, the Pension Committee may not delegate the task of designating Participating 423 Subsidiaries and Participating Non-423 Subsidiaries for participation in either the Code Section 423 Component of the Global ESPP or the Non-Code Section 423 Component of the Global ESPP, or its authority to make adjustments under the Global ESPP. The Plan Administrator also may include any third-party vendor hired by the Pension Committee to assist with the day-to-day operation and administration of the Global ESPP.
No member of the Board or the Pension Committee will be liable for any action or determination made in good faith with respect to the Global ESPP. All expenses incurred in connection with the operation and administration of the Global ESPP will be paid by the Company; provided, responsibility for payment of administrative costs to maintain a terminated Participant’s plan account may be transferred to the terminated Participant, as determined by the Pension Committee.
Available Shares.Subject to adjustment for certain changes in recapitalization or reorganization, to which the Company is a party, the maximum aggregate number of shares of Common Stock that may be issued under the Global ESPP will be 1,600,000 shares of Common Stock. Such shares may be used to satisfy the purchase of shares of Common Stock under either the Code Section 423 Component or the Non-Code Section 423 Component of the Global ESPP. Shares of Common Stock that may be issued under the Global ESPP may consist of authorized but unissued shares and/or reacquired shares (treasury shares). If any right to purchase shares of Common Stock granted under the Global ESPP expires or is terminated or canceled, the shares of Common Stock allocable to the unexercised portion of such right will again be available for issuance under the ~~2018 Plan, the Board considered the Company’s historical grant practices as well as the potential dilution and potential cost~~Global ESPP. In addition, no shares of ~~the plan (sometimes referred to as shareholder value transfer).~~
~~In 2017, the Company granted 1,697,797 shares~~Common Stock authorized for issuance under the ~~2013 LTIP which contains a limit of 16,000,000 shares; 2,526,337 shares remain available. Approximately 18% were awarded~~Global ESPP may be issued prior to ~~the Company’s named executive officers; the remaining 82% were awarded to other participants, including other executive officers.~~ January 1, 2020.
On ~~December 29, 2017, the last trading day of the Company’s 2017 fiscal year,~~February 15, 2019, the closing ~~market~~ price for a share of ~~the Company’s common stock as reported~~our Common Stock on the New York Stock Exchange (“NYSE”) was ~~$169.69 per share.~~$136.39.
~~Over~~Offerings.The Global ESPP may be implemented by offering all eligible Employees an option to purchase shares of Common Stock, which the ~~past three~~Employee may or may not exercise during an offering period (“Purchase Right”). The duration of each offering period will be established by the Pension Committee but generally will commence annually on the second (2nd) Friday of each October through the last day on which the NYSE is open for trading of each December of the following calendar ~~years, our average annual dilution was 0.8%, 1.1%~~year (each, an “Offering Period”). Each Offering Period generally will consist of monthly purchase periods (each, a “Purchase Period”) that commence on January 1 of each calendar year and ~~1.0% (for~~conclude at the ~~years ended~~end of December ~~31, 2015, December 31, 2016~~of the same calendar year.
Eligibility.Employees of the Company (or a subsidiary of the Company that is designated for offering participation in either the Code Section 423 Component or Non-Code Section 423 Component of the Global ESPP to its eligible employees) who (1) have satisfied a service requirement of at least 90 days or such other period designated by the Pension Committee, and ~~December 31, 2017, respectively). Dilution is generally defined as~~(2) do not own (or have a right to acquire) five percent (5%) or more of the total ~~equity awards granted less cancellations, divided by total common shares outstanding at the beginning~~combined voting power or value of all classes of the ~~year.~~
~~The Company manages its long-term dilution by limiting~~Company’s stock, a future parent corporation, or the number of equity awards that are granted annually, commonly referred to as burn rate. Burn rate differs from dilution, as it does not account for equity awards that have been cancelled. Over the past three calendar years, our burn rate was 1.0%, 1.3% and 1.1% (for the years ended December 31, 2015, December 31, 2016 and December 31, 2017, respectively).

Over the past three calendar years, our “overhang rate” was 10.8%, 9.2% and 7.3% (for the years ended December 31, 2015, December 31, 2016 and December 31, 2017). Our overhang rate measures the total number of sharesCompany’s subsidiaries (including any stock, which such Employee may purchase under all outstanding ~~plan awards, plus~~Purchase Rights and other equity compensation awards), may participate in offerings under the number of shares authorized for future plan awards, as a percentage of the weighted average number of shares of common stock outstanding for that fiscal year. It measures the potential dilutive effect of outstanding equity awards and future awards available for grant. If the 2018 Plan is approved by our stockholders, our overhang rate would be 16.8%, based on the weighted average number of shares of common stock outstanding for fiscal year 2017.
~~As of December 31, 2017:~~
○
~~There were 176,902,738 shares issued and 154,038,031 shares outstanding.~~
○
~~There were a total of 6,561,404 stock options outstanding, with a weighted average exercise price of $102.56 and a weighted average remaining term of 6.63 years.~~
○
~~There were a total of 1,084,675 restricted stock awards outstanding and 692,913 performance based restricted stock awards outstanding.~~
○
~~There were a total of 2,526,337 shares available for future awards under the 2013 LTIP.~~
~~Summary of the 2018 Plan~~
~~Purpose~~
~~The purpose of the 2018 Plan is to provide appropriate incentives and rewards to employees, consultants and non-employee directors who are contributing~~Global ESPP provided they were employed prior to the ~~Company’s future success and prosperity, thus enhancing the value~~start of ~~the Company~~an enrollment period for ~~its shareholders and enabling the Company to attract and retain exceptionally qualified individuals upon whom, in large measure, the continued progress, growth and profitability of the Company depend.~~an applicable Offering Period.
~~Shares Available for Awards~~
The aggregate number of shares authorized to be issued in connection with the granting of awards under the 2018 Plan cannot exceed 16,750,000 (plus any shares that become available for awards under 2013 LTIP, the 2009 LTIP or the 2001 LTIP in accordance with the terms of such plans and section 4 (a)(ii) of the 2018 Plan), and noNo Employee may purchase more than 1,000,000 shares will be available for delivery pursuant to the exercise of ISOs. The maximum number of shares with respect to which options and stock appreciation rights may be granted to any single Participant in any single fiscal year shall not exceed 4,000,000 shares. The 2018 Plan also provides that the maximum amount of compensation that may be paid to any single non-employee director in any single fiscal year (including awards under the 2018 Plan, determined based on the fair market value of such award as of the grant date, as well as retainer fees) shall not exceed $750,000. Each share with respect to which an option or stock-settled stock appreciation right is granted under the 2018 Plan will reduce the aggregate number of shares that may be delivered under the 2018 Plan by one share, and each share with respect to which any other award denominated in shares is granted under the 2018 Plan will reduce the aggregate number of shares that may be delivered under the 2018 Plan by four shares.
The number of shares authorized for issuance in connection with the granting of awards under the plan and the individual limitations described above are subject to adjustment as provided for in the 2018 Plan. All shares available for granting awards in any year that are not used will be available for use in subsequent years.
If any shares subject to any award under the 2013 LTIP, under the 2009 LTIP (the “2009 LTIP”) or the Company’s 2001 Long-Term Incentive Plan (the “2001 LTIP”) or the 2018 Plan are forfeited or cancelled, or if any such award terminates without the delivery of shares, the shares previously used or reserved for such awards will be available for future awards under the 2018 Plan. The following shares will not, however, be available for future awards: (i) shares tendered in payment of the exercise price of a stock option in connection with a “net exercise” arrangement; (ii) shares withheld by the Company to settle tax withholding obligations in connection with the vesting of the underlying award; and (iii) shares repurchased by the Company with the proceeds realized by the Company in connection with any repurchase program, whether using proceeds from the exercise of a stock option, SAR or otherwise.
~~If another company is acquired by the Company or an affiliate of the Company, any awards made and any~~$25,000 worth of the Company’s shares ~~delivered upon assumption~~ of ~~or in substitution for outstanding grants made by the acquired company will not decrease the number of shares available for grants under the 2018 Plan.~~

~~Plan Administration~~
The 2018 Plan is administered by the Compensation and Talent Development Committee of the Board (the “Compensation Committee”), which is constituted in compliance with applicable rules and regulations issued under the federal securities laws and the Code (see the description of the Compensation Committee on page 9). The Compensation Committee may select eligible participants to whom awards are granted, determine the types of awards to be granted and the number of shares covered by awards and set the terms and conditions of awards. The Compensation Committee’s determinations and interpretations under the 2018 Plan will be binding on all interested parties. The Compensation Committee may delegate to officers or managers of the Company certain authority with respect to the granting, cancellation and modification of awards other than awards to executive officers of the Company. Notwithstanding the foregoing, unless otherwise determined by the Board, the Corporate Governance Committee will be responsible for making recommendations to the Board with respect to grants to non-employee directors.
~~Amendment; Termination~~
The Board may amend, suspend or terminate the 2018 Plan or any award under the 2018 Plan, including amendments that might increase the cost of the 2018 Plan to the Company or impair the rights of individuals who participate in the 2018 Plan, provided that shareholder approval must generally be obtained for any amendment that would increase the number of shares available for awards or permit the granting of options, SARs or Other Stock-Based Awards including rights to purchase shares at prices below fair market value at the date of the grant of the award, or to the extent that any such amendment would otherwise require approval of the shareholders pursuant to the applicable national securities exchange upon which the Company’s shares are traded or quoted. Further, the Board will need to seek shareholder approval in order to increase the $750,000 annual compensation limitation established with respect to non-employee directors.
No grants will be made under the 2018 Plan more than 10 years after the date on which the 2018 Plan becomes effective, but all grants made on or prior to such date will continue in effect thereafter subject to the terms thereof and of the 2018 Plan.
~~Eligibility~~
Awards may be made under the 2018 Plan to any employee, consultant or non-employee director of the Company or of any affiliate; provided that ISOs may only be granted to employees of the Company. Currently, there are approximately 395 individuals who would be eligible to participate in the 2018 Plan, subject to any necessary approvals by the Compensation Committee, which includes 385 employees and ten non-employee directors. An individual’s eligibility for participation in the 2018 Plan is determined at the time the award is approved or made.
~~Terms and Conditions of Options~~
An award of stock options entitles a participant to purchase a specified number of shares during a specified term (not longer than ten years from the date of grant) at a fixed price, affording the participant an opportunity to benefit from appreciation in the market price of the Company’s common stock from the date of grant.Common Stock options will vest and become exercisable over the exercise period established by the Compensation Committee in the award document. The Compensation Committee may accelerate the exercisability of outstanding stock options at such times and under such circumstances as it deems appropriate. Subject to certain exceptions under the 2018 Plan, stock options are exercisable during a grantee’s lifetime only by the grantee. In addition, ISOs awarded under the 2018 Plan must comply with the requirements of Section 422 of the Code.
The stock option exercise price will be as determined by the Compensation Committee, provided that the exercise price may not be less than the fair market value of the Company’s common stock on the date of grant. The exercise price may be fully paid in cash or, as the Compensation Committee may determine, by delivery of the Company’s common stock previously owned by the grantee equal in value to the exercise price, by having shares of the Company’s common stock with a value (on the date of exercise) equal to the exercise price, withheld by the Company, by such other means as may be determined by the Compensation Committee, or in any combination of the foregoing. A grantee of a stock option (and any tandem SAR) will not have the rights of a stockholder until certificates for the shares underlying the stock options are recorded in the grantee’s name.

~~Stock Appreciation Rights~~
Unless the Compensation Committee determines otherwise, a participant granted a SAR is entitled to receive the excess of the fair market value (calculated as of the exercise date or, if the Compensation Committee so determines in the case of a SAR granted in tandem with another award, as of the grant date of the other award), of a share of the Company’s common stock over the grant price of the SAR. Subject to the provisions of the 2018 Plan, the Compensation Committee has the right to determine the grant price, term, methods of exercise, methods of settlement, and any other terms and conditions of SARs, except that no SARs may be exercisable more than ten years from the date of grant.
~~Restricted Stock, RSUs and Performance Awards~~
An award of restricted stock is an award of the Company’s common stock that may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of for a restricted period of time determined by the Compensation Committee. The Compensation Committee may also impose such other restrictions and conditions on the award as it deems appropriate, including on the right to vote shares of restricted stock and to receive dividends. The Compensation Committee may provide that the restrictions will lapse separately or in combination, in installments or otherwise, as it deems appropriate. Restricted stock units (including any performance awards denominated in units) may provide that upon vesting the grantee will receive cash, stock, other securities, other awards, other property, or any combination thereof, as the Compensation Committee shall determine. Performance awards shall be payable (or exercisable) based upon the achievement of such performance goals during such performance periods as the Compensation Committee shall establish. Shares granted as performance awards are shares of the Company’s common stock that are subject to restrictions based upon the attainment of performance objectives established by the Compensation Committee. Performance objectives applicable to performance awards may be(determined based on various financial measures of the Company’s (or its applicable subsidiary’s, affiliate’s, division’s, department’s, or unit’s) performance, upon cost targets, reductions or savings, upon strategic business criteria, or upon a grantee’s attainment of specific objectives set by the Company for that grantee’s performance. Restricted stock, RSUs and performance awards are all subject to a risk of forfeiture upon certain kinds of employment terminations, as determined by the Compensation Committee.
Upon the award of restricted stock or shares granted as performance awards, the grantee will have the rights of a stockholder with respect to the shares, including voting and dividend rights, subject to the conditions and restrictions generally applicable to restricted stock or specifically set forth in the grantee’s award document. An award of RSUs does not confer stockholder rights on the grantee, other than dividend rights (if applicable), during the specified restricted period. Any dividend rights applicable to restricted stock will not vest unless and until the conditions and restrictions generally applicable to the underlying restricted shares have been satisfied.
~~Dividend Equivalents~~
Dividend equivalents represent rights to receive payments equivalent to dividends or interest with respect to a specified number of shares. Dividend equivalents credited in respect of restricted stock, RSUs, or a performance award will vest (or be forfeited) at the same time as the underlying award to which they relate. Under the 2018 Plan, dividend equivalents are prohibited for awards in connection with stock options or SARs.
~~Other Stock-Based Awards~~
~~Other Stock-Based Awards are other awards denominated or payable in, valued by reference to, or otherwise based on or related to shares of the Company’s common stock.~~
~~Change in Control~~
Generally, unless a “Replacement Award” (as defined in the 2018 Plan) is provided to the applicable participant, in the event of a Change in Control, unless otherwise provided in an applicable individual agreement, each then-outstanding option and SAR will become fully vested and exercisable and the restrictions applicable to each outstanding award of restricted stock and each RSU, performance award, dividend equivalent and Other Stock-Based Award will lapse and the awards will be fully vested (with any applicable performance goals deemed to have been achieved at a target level as of the date of such vesting).
Upon the termination of the employment of a participant who holds Replacement Awards (i) by the participant for “Good Reason” (as defined in the 2018 Plan), (ii) by the Company without “Cause” (as defined in the 2018 Plan), or (iii) due to the participant’s death, “Disability” (as defined in the 2108 Plan) or “Retirement” (as defined in the 2018 Plan), in any case during the period of two years after a Change in Control, (1) all Replacement Awards held by the participant will

become fully vested and, if applicable, exercisable and free of restrictions (with any applicable performance goals deemed to have been achieved at a target level as of the date of such vesting), and (2) all options and SARs held by the participant immediately before such termination of employment that the participant also held as of the date of the Change in Control or that constitute Replacement Awards will remain exercisable for a period of three years following such termination of employment or until the expiration of the stated term of such option or SAR, whichever period is shorter (subject to any longer period of exercisability that may be provided in the applicable award agreement).
~~Restrictions on Transfer~~
Awards are generally not transferable other than by will or by the laws of descent and distribution or pursuant to a domestic relations order. The Compensation Committee may, however, grant non-qualified stock options that are transferable to the grantee’s immediate family members or to trusts or partnerships for such family members.
~~Adjustment~~
The Compensation Committee may adjust the number and type of shares that may be made the subject of new awards or are then subject to outstanding awards and other award terms, and in the event of a stock split, stock dividend or other extraordinary corporate event may provide for a cash payment to a participant relating to an outstanding award, or may adjust the number and type of shares which may be subject to ISOs and which are subject to the three year, per-participant limitations on options and SARs, in the event of a stock split, stock dividend, or other extraordinary corporate event. The Compensation Committee is also authorized, for similar purposes, to make adjustments in performance award criteria or in the terms and conditions of other awards in recognition of unusual or nonrecurring events affecting the Company or its financial statements or of changes in applicable laws, regulations or accounting principles. Other than in connection with the foregoing extraordinary corporate events, however, outstanding awards may not be amended to reduce the purchase price per share purchasable under a stock option or the grant price of SARs, or to cancel outstanding stock options or SARs in exchange for cash, other awards or stock options or SARs with a purchase price per share or grant price, as applicable, that is less than the purchase price per share or grant price of the original stock options or SARs, as applicable, without shareholder approval.
~~Detrimental Activity and Clawback~~
The Compensation Committee may provide for the cancellation or forfeiture of an award or the forfeiture and repayment of any gain related to an award, or other provisions intended to have a similar effect, upon terms and conditions as may be determined by the Compensation Committee from time to time, if a participant, during his or her employment or other service with us or a subsidiary engages in activity detrimental to the Company. In addition, the Compensation Committee may also provide for the cancellation or forfeiture of an award or the forfeiture and repayment to us of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be required by the Compensation Committee or under Section 10D of the Exchange Act, as amended, or any applicable rules or regulations of the SEC or any national securities exchange or national securities association on which our common stock may be traded.
~~Certain Federal Income Tax Considerations~~
THE FOLLOWING DISCUSSION OF CERTAIN RELEVANT FEDERAL INCOME TAX EFFECTS APPLICABLE TO AWARDS GRANTED UNDER THE 2018 PLAN IS A SUMMARY ONLY, AND REFERENCE IS MADE TO THE INTERNAL REVENUE CODE AND REGULATIONS PROMULGATED THEREUNDER FOR A COMPLETE STATEMENT OF ALL RELEVANT FEDERAL TAX PROVISIONS. HOLDERS OF AWARDS SHOULD CONSULT THEIR TAX ADVISORS BEFORE REALIZATION OF ANY SUCH AWARDS, AND HOLDERS OF THE COMPANY’S COMMON STOCK PURSUANT TO AWARDS SHOULD CONSULT THEIR TAX ADVISORS BEFORE DISPOSING OF ANY SUCH SHARES. SECTION 16 INDIVIDUALS SHOULD NOTE THAT SOMEWHAT DIFFERENT RULES THAN THOSE DESCRIBED BELOW MAY APPLY TO THEM. THIS SUMMARY IS NOT INTENDED TO BE EXHAUSTIVE AND DOES NOT DESCRIBE STATE, LOCAL OR FOREIGN TAX CONSEQUENCES.

~~Under current federal income tax laws, awards under the 2018 Plan will generally have the following tax consequences:~~
The grant of a stock option or SAR under the 2018 Plan will create no tax consequences for the participant or the Company. A participant will have no taxable income upon exercise of an ISO, except that the alternative minimum tax may apply. Upon exercise of an option other than an ISO, a participant generally will recognize ordinary income equal to the fair market value of the shares acquired minus the exercise price. Upon a disposition of shares acquired by exercise of an ISO before the end of the applicable ISO holding periods, the participant generally will recognize ordinary income equal to the lesser of (i) the fair market value of the shares at the time such Purchase Right is granted) under the Global ESPP and any Non-Code Section 423 Component sub-plans of the Company’s subsidiaries for each calendar year during which such Purchase Right is outstanding.

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As of February 15, 2019, approximately 54,400 full-time and part-time employees in the United States and other countries may be eligible to participate in the Global ESPP if the Global ESPP is approved by the Company’s shareholders and upon meeting the eligibility requirements as described in the plan, including designation as a Participating Subsidiary.
Participation.An eligible employee who elects to participate in the Global ESPP (a “Participant”) must enroll in the Global ESPP by timely submitting a properly completed enrollment agreement to the Plan Administrator during the enrollment period for each Offering Period. An eligible employee who elects to enroll in the Global ESPP as a Participant will designate in the enrollment agreement a fixed dollar amount of his or her compensation (in whole dollars only) to be deducted each pay period. The minimum amount of a Participant’s contributions for each pay period is one dollar ($1.00). The maximum amount of a Participant’s contributions for each Offering Period is 15% of the Participant’s compensation (subject to such further limitations provided in the Global ESPP).
Payment of Purchase Price; Payroll Deductions.The purchase of shares of Common Stock during each Purchase Period will be funded by a Participant’s payroll deductions accumulated during the Purchase Period. Participant payroll deductions generally will commence on January 1 of each Offering Period and will continue to be deducted each pay day through the end of the Offering Period. Interest will not be paid on Participant accumulated payroll deductions, which will be deposited with the general funds of the Company and may be used by the Company for any corporate purpose. A Participant may change the rate of payroll deductions during an Offering Period by timely submitting an amended enrollment agreement to the Plan Administrator. A Participant who elects to decrease the rate of his or her payroll deductions to 0% will remain in the Global ESPP unless he or she elects to withdraw from the Global ESPP. Unless a Participant’s participation is withdrawn, his or her Purchase Right will be exercised automatically on each monthly Purchase Date.
Purchase Price.Except as such higher price as may be otherwise established by the Pension Committee, the price at which a share of Common Stock may be purchased under the Global ESPP on the last trading day of each Purchase Period (the “Purchase Date”) will be the lower of (i) 85% of the fair market value of the Company’s shares of Common Stock on the first trading day of the Offering Period, or (ii) 85% of the fair market value of the Company’s shares of Common Stock on the applicable Purchase Date (the “Purchase Price”).
Purchase Limits.Each Participant will be granted a Purchase Right to purchase on the Purchase Date for such Offering Period up to a maximum number of shares of Common Stock determined by dividing such Participant’s Contributions accumulated prior to such Purchase Date by the applicable Purchase Price; provided, however, that in no event will a Participant be permitted to purchase more than $25,000 worth of the Company’s shares of Common Stock (determined based on the fair market value of the shares at the time such Purchase Right is granted) under the Global ESPP and any Non-Code Section 423 Component sub-plans of the Company’s subsidiaries for each calendar year during which such Purchase Right is outstanding. Moreover, in no event will a Participant be permitted to purchase more than 5,000 shares of Common Stock during any individual Offering Period (or such other lesser number of shares of Common Stock as determined by the Pension Committee).
Required Holding Period.Except as may be otherwise determined by the Pension Committee, a Participant may not sell or otherwise dispose of any shares of Common Stock acquired under the Global ESPP unless and until twelve (12) months have lapsed from the applicable Purchase Date (the “Required Holding Period”). Further, except as may be otherwise determined by the Pension Committee, a Participant in the Code Section 423 Component may not transfer any shares of Common Stock acquired under the Global ESPP from the Participant’s plan account unless and until the period provided under Code Section 423(a)(1) for such shares has been satisfied. Notwithstanding the foregoing, (1) upon a Participant’s death, disability, retirement or involuntary termination of employment without cause, the Required Holding Period will lapse and will not apply to any shares of Common Stock acquired by the Participant under the Global ESPP, and (2) upon the approval of a Participant’s request for a hardship withdrawal, as such term “hardship” is defined under the Stanley Black & Decker Retirement Account Plan, the Required Holding Period will lapse for such number of shares of Common Stock acquired by the Participant under the Global ESPP as may be necessary to satisfy such hardship, as determined by the Pension Committee in its sole discretion.
Termination of Employment.In the event a Participant’s employment is terminated prior to a Purchase Date for any reason, including retirement, disability or death, or in the event he or she is no longer eligible to participate in the Global ESPP, his or her rights under any offering under the Global ESPP will terminate immediately. Contributions credited to the Participant’s account since the last Purchase Date will be returned to the Participant, or, in the case of the Participant’s death, to the Participant’s legal representative, as soon as practicable.

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Voluntary Withdrawal.Participants may voluntarily withdraw from the Global ESPP at any time and receive a refund of all payroll deductions, without interest, credited to his or her Global ESPP account that have not been applied toward the purchase of shares of Common Stock by submitting a withdrawal election to the Plan Administrator no later than the fifteenth (15th) day of the month in which the applicable Purchase Date falls. The payroll deductions will be returned as soon as practicable after the withdrawal and may not be applied to the purchase of shares of Common Stock in any other offering under the Global ESPP. Participants who withdraw from the Global ESPP may be prohibited from resuming participation for the same Offering Period, but may participate in any subsequent Offering Period.
Restrictions on Transferability.Payroll deductions credited to a Participant’s account and any Purchase Rights granted under the Global ESPP may not be assigned, alienated, pledged, attached, sold or otherwise disposed of in any way by the Participant (other than by will or the laws of descent and distribution). Any attempt at assignment, transfer, pledge or other disposition will be without effect, except that the Company may treat such act as an election to withdraw from the Global ESPP.
Effect of Recapitalization and Reorganization.In the event of certain changes in the Company’s capitalization, the Pension Committee will appropriately adjust the number and class of shares of Common Stock subject to the Global ESPP and each Purchase Right and/or the Purchase Price. The Pension Committee also has discretion to make equitable adjustments to the Global ESPP in the event of other changes in the capital structure or business of the Company to prevent the substantial dilution or enlargement of rights granted to, or available for, Participants under the Global ESPP.
Effect of Change in Control.In the event of a change in control, as defined by the Global ESPP, any surviving or acquiring corporation may assume the Company’s rights and obligations under the Global ESPP. If the surviving or acquiring corporation does not assume the Company’s rights and obligations under outstanding Purchase Rights, the Purchase Date of the current Offering Period will be accelerated to a date before the date of the change in control, but the number of shares of Common Stock subject to outstanding Purchase Rights will not be adjusted. All Purchase Rights that are neither assumed nor exercised as of the date of the change in control will terminate and cease to be outstanding effective as of the date of the change in control.
Amendment and Termination.The Board or the Pension Committee may amend the Global ESPP at any time. No such amendment may materially adversely affect any outstanding Purchase Right granted before an amendment of the Global ESPP without the Participant’s consent, except as necessary to comply with applicable laws, listing requirements or governmental regulations (including Section 423 of the Code), or as necessary to obtain or maintain favorable tax, listing or regulatory treatment. An amendment must be approved by the shareholders of the Company within twelve (12) months of the adoption of such amendment if the amendment authorizes the sale of more shares than are authorized for issuance under the Global ESPP or changes the definition of the corporations or companies that may be designated by the Committee as participating in the Global ESPP, in each case, subject to the applicable provisions of Section 423 of the Code.
Certain United States Federal Income Tax Consequences.The following is a summary of the principal United States federal income tax consequences to Participants in the United States and the Company with respect to participation in the Code Section 423 Component of the Global ESPP. The rules concerning the federal income tax consequences with respect to participation in the Global ESPP are quite technical. Moreover, the applicable statutory provisions are subject to change, as are their interpretations and applications, which may vary in individual circumstances. Therefore, the following is designed to provide a general understanding of the federal income tax consequences. In addition, the following discussion does not set forth any gift, estate, social security or state or local tax consequences that may be applicable, and such discussion is limited to the federal income tax consequences to individuals who are citizens or residents of the United States, other than those individuals who are taxed on a residence basis in a foreign country. Because the tax consequences to any Participant may depend on his or her particular situation, each Participant should consult his or her own tax adviser regarding the federal, state, local, and other tax consequences of the grant or exercise ~~minus~~of a Purchase Right or the ~~exercise price~~sale or other disposition of shares of Common Stock acquired under the Global ESPP. The Global ESPP is not subject to any of the requirements of the Employee Retirement Income Security Act of 1974, as amended. The Global ESPP is not, nor is it intended to be, qualified under Section 401(a) of the Code.
Rights granted under the Global ESPP are intended to qualify for favorable federal income tax treatment associated with rights granted under an employee stock purchase plan that qualifies under the provisions of Section 423 of the Code.
A Participant’s payroll deductions under the Global ESPP will be made on an after-tax basis, and a Participant will not recognize any taxable income at the time a Participant is granted a Purchase Right at the start of an Offering Period or at the time the Purchase Right is exercised and shares of Common Stock are purchased on behalf of the Participant on the applicable Purchase Date. Instead, a Participant will recognize taxable income on the date the Participant sells or otherwise disposes of the acquired shares. The taxation upon such sale or other disposition will depend upon the holding period of the acquired shares.

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If the shares are sold or otherwise disposed of more than two (2) years after the beginning of the Offering Period and more than one (1) year after the shares are transferred to the Participant, then the lesser of the following will be treated as ordinary income: (i) the excess of the fair market value of the shares at the time of such sale or other disposition over the Purchase Price, or (ii) the ~~amount realized upon the disposition~~excess of the ~~ISO~~fair market value of the shares ~~minus~~as of the ~~exercise price. Otherwise,~~beginning of the Offering Period over the Purchase Price (determined as of the beginning of the Offering Period). Any further gain or any loss will be taxed as a ~~participant’s disposition of shares acquired upon the exercise of an option (including an ISO for which the ISO holding periods are met) generally will result in only~~long-term capital gain or loss. ~~Other awards under~~
If the ~~2018 Plan, including non-qualified options and SARs, generally~~shares are sold or otherwise disposed of before the expiration of either of the holding periods described above, then the excess of the fair market value of the shares on the Purchase Date over the Purchase Price will ~~result in~~be treated as ordinary income ~~to the participant~~ at ~~the later of~~ the time of ~~delivery of cash, shares,~~such sale or other ~~property,~~disposition. The balance of any gain will be treated as capital gain. Even if the shares are later sold or otherwise disposed of for less than their fair market value on the ~~time that either~~purchase date, the ~~risk~~same amount of ~~forfeiture~~ordinary income is attributed to the Participant, and a capital loss is recognized equal to the difference between the sales price and the fair market value of the shares on such purchase date. Any capital gain or ~~restriction~~loss will be short-term or long-term, depending on ~~transferability lapses on previously delivered cash,~~how long the shares have been held.
There are no federal income tax consequences to the Company by reason of the grant or ~~other property. Subject to any applicable deduction limitations provided for~~exercise of rights under the ~~Code, the~~Global ESPP. The Company ~~generally~~ will be entitled to a ~~tax~~ deduction ~~equal~~ to the ~~amount recognized~~extent amounts are taxed and reported as ordinary income ~~by the participant in connection with an option, SAR, or other award, but will be entitled to no tax deduction relating to amounts that represent a capital gain~~ to a ~~participant. Thus,~~Participant for shares sold or otherwise disposed of before the ~~Company will not be entitled~~expiration of the holding periods described above (subject to ~~any~~the requirement of reasonableness and the satisfaction of tax ~~deduction with respect to an ISO if the participant holds the shares for the ISO holding periods.~~reporting obligations).
~~The foregoing general tax discussion is intended for the information of stockholders considering how to vote with respect to this proposal and not as tax guidance to participants~~New Plan Benefits.Participation in the ~~2018 Plan. Different tax rules may apply~~Global ESPP is voluntary and each eligible Employee will make his or her own decision regarding whether and to ~~specific participants and transactions under the 2018 Plan.~~
~~2018 Plan Benefits~~
As discussed on page 22 above, the Company’s long-term incentive programs generally include time-vesting stock options and RSUs, most of which are granted in December of each year, and performance awards that are typically granted during the first quarter of each year with a three year measurement period.
The Company does not anticipate granting any performance awards under the 2018 Plan during 2018. The number of stock options and time vesting RSUs that will be granted under the 2018 Plan during 2018 are not yet determinable. Grants of stock options and time vesting RSUs issued to the individuals named in the Summary Compensation Table under our 2013 LTIP during 2017 are set forth in columns j and i of the Grant of Plan Based Awards Table on page 35. The performance awards issued under the 2013 LTIP to our named executive officer during 2017 are reflected in columns f-h of the Grants of Plan-Based Awards Table on page 35. The awards issued under the 2013 LTIP to all current executive officers as a group, all current non-employee directors as a group and all employees (not including executive officers) as a group during 2017 are as follows:
~~Stock Option and RSU Grants~~
      Options       RSUs
All current executive officers as a group 190,278 47,985
All current non-employee directors as a group 0 0
All employees (not including executive officers) as a group 1,000,968 256,991
~~Non-employee directors are not eligible~~what extent to participate in the ~~2013 Plan. Instead,~~Global ESPP. In addition, the Board and the Pension Committee have not granted any Purchase Rights under the Global ESPP that are subject to shareholder approval of this proposal. Accordingly, the benefits or amounts that will be received by or allocated to the Company’s executive officers and non-executive Employees under the Global ESPP, as well as the benefits or amounts that would have been received by or allocated to the Company’s executive officers and other Employees if the Global ESPP had been in effect, are not determinable. The Company’s non-employee directors will be ineligible to participate in the Restricted Stock Unit Plan for Non-Employee Directors (the “Director’s RSU Plan”), pursuant to which non-employee directors are eligible to receive Restricted Stock Unit Awards pursuant to which distributions on vesting are made solely in cash. The number of Restricted Stock Units awarded to each of the non-employee directors under the Director’s RSU Plan during 2017 is set forth in the Director Equity Award table on page 12. Under the 2018 Plan, the Company would have the flexibility to award non-employee directors Restricted Stock Units pursuant to which distributions would be made in the form of company common stock, or to grant other equity-based compensation to non-employee directors.Global ESPP.

THE BOARD OF DIRECTORS BELIEVES THAT THE APPROVAL OF THE STANLEY BLACK & DECKER, INC. GLOBAL OMNIBUS EMPLOYEE STOCK PURCHASE PLAN IS IN THE BEST INTERESTS OF THE COMPANY AND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE STANLEY BLACK & DECKER, INC. GLOBAL OMNIBUS EMPLOYEE STOCK PURCHASE PLAN.
~~Equity Compensation Plan Information~~Independent Registered Public Accounting Firm
~~Compensation plans under which~~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 as the registered independent public accounting firm to audit the financial statements of the Company for the current fiscal year. In the event the shareholders fail to ratify the appointment, the Audit Committee will consider it a direction to consider other auditors for the subsequent year. Because it is difficult and not cost effective to make any change in independent registered public accounting firms so far into the year, the appointment of Ernst & Young would probably be continued for 2019 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 ~~equity securities are authorized for issuance at December 30, 2017 follow:~~
      (A) (B) (C)
Plan Category       Number of securities to be
issued upon exercise of
outstanding options and
stock awards       Weighted-average exercise
price of outstanding options       Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities
reflected in column (A))
Equity compensation plans approved by security holders 8,419,930 (1) $ 102.56 (2) 4,272,276 (3)
Equity compensation plans not approved by security holders (4) — — —
Total       8,419,930                     $ 102.56                       4,272,276 (3)

~~(1)~~
Consists of 6,561,404 shares underlying outstanding stock options (whether vested or unvested) with a weighted average exercise price of $102.56 and a weighted average term of 6.63 years; 1,777,588 shares underlying time-vesting RSUs that have not yet vested and the maximum number of sharesauditors since 1932. The Audit Committee and the Board of Directors believe that the continued retention of Ernst & Young to serve as the Company’s independent auditor is in the best interests of the Company and its investors. Representatives of Ernst & Young will be issued pursuant to outstanding long-term performance awards if all established goals are met; and 80,938 of shares earned but related to which participants elected deferral of delivery. All stock-based compensation plans are discussed in Note J, Capital Stock, of the Notes to the Consolidated Financial Statements in Item 8 to the Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2017.
~~(2)~~
There is no cost to the recipient for shares issued pursuant to time-vesting RSUs or long-term performance awards. Because there is no strike price applicable to these stock awards they are excluded from the weighted-average exercise price which pertains solely to outstanding stock options.
~~(3)~~
Consists of 1,745,939 shares available for purchase under the employee stock purchase plan (“ESPP”) at the election of employees and 2,526,337 securities available for future grants by the board of directors under stock-based compensation plans.
~~(4)~~
U.S. employees are eligible to contribute from 1% to 25% of their salary to a qualified tax deferred savings plan as described in the Employee Stock Ownership Plan (“ESOP”) section of Note L, Employee Benefit Plans, of the Notes to the Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2017. The Company contributes an amount equal to one half of the employee contribution up to the first 7% of salary. There is a non-qualified tax deferred savings plan for highly compensated salaried employees which mirrors the qualified plan provisions, but was not specifically approved by security holders. Eligible highly compensated salaried U.S. employees are eligible to contribute from 1% to 50% of their salary to the non-qualified tax deferred savings plan. The same matching arrangement was provided for highly compensated salaried employees in the non-qualified plan, to the extent the match was not fully met in the qualified plan, except that the arrangement for these employees is outside of the ESOP, and is not funded in advance of distributions. For both qualified and non-qualified plans, the investment of the employee’s contribution and the Company’s contribution is controlled by the employee and may include an election to invest in Company stock. Shares of the Company’s common stock may be issued at the time of a distribution from the qualified plan. The number of securities remaining available for issuance under the plans at December 30, 2017 is not determinable, since the plans do not authorize a maximum number of securities.
Consistent with its usual practice, the Company granted long-term performance awards to its executive officers and other eligible employees on February 27, 2018. The threshold, target and maximum number of shares that have been approved for issuance to each of the officers identified in the Summary Compensation Table, all current executive officers as a group, all current non-employee directors as a group and all employees (not including executive officers) as a group are as follows:
~~February 27, 2018 Performance Award Grants pursuant to 2013 Long Term Incentive Plan~~
            Threshold       Target       Maximum
James M. Loree* 12,292 24,584 49,168
Donald Allan 3,330 6,660 13,320
Jeffery D. Ansell 3,330 6,660 13,320
Janet M. Link 1,592 3,185 6,369
John H. Wyatt 1,914 3,828 7,655
All current executive officers as a group 25,398 50,796 101,590
All current non-employee directors as a group 0 0 0
All employees (not including executive officers) as a group 20,868 41,742 83,479

*
Mr. Loree’s Award is to have a grant date fair value at target of approximately $4,000,000, rounded up to the nearest share. As the accounting values were not finally determined when this Proxy Statement was printed, the shares in the table for Mr. Loree’s grant were estimated.

~~Vote~~
~~As long as holders representing at least a majority of the shares of the Company’s common stock outstanding as of February 16, 2018 are~~ present at the Annual Meeting ~~in person or by proxy,~~with the ~~proposal~~opportunity to ~~adopt the 2018 Plan will be approved~~make a statement if ~~the number of votes cast in favor of each proposal exceeds the number of votes cast against that proposal.~~they desire to do so and to respond to appropriate questions.
The Board of Directors ~~Recommends~~recommends a Vote “FOR” Approval of the Adoption of the 2018 Plan. In connection with approving the 2018 Plan, shareholders are being asked to ratify the Non-Employee Director Compensation Limitation. By voting “FOR”vote FOR approval of the ~~2018 Plan, you will be deemed to have also ratified~~selection of Ernst & Young LLP as the ~~Non-Employee Director Compensation Limitation.~~Company’s registered independent public accounting firm for the 2019 fiscal year.
~~ITEM 3—ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS~~Fees of Independent Auditors
AsGeneral.In addition to retaining Ernst & Young to audit the Company’s consolidated financial statements for 2018, the Company retained Ernst & Young and other accounting and consulting firms to provide advisory, auditing and consulting services in 2018. The Audit Committee has adopted policies and procedures for pre-approving all audit and non-audit services provided by Ernst & Young. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally subject to a specific budget amount. With respect to non-audit services, the Audit Committee will consider and, if appropriate, give pre-approval to specific sub-categories of such services with related budget amounts. The Audit Committee may delegate pre-approval authority to one or more of its members. Ernst & Young and management are required ~~pursuant~~ to ~~Section 14A~~periodically report to the full Audit Committee regarding the extent of ~~the Securities Exchange Act, and~~services provided by Ernst & Young in accordance with the ~~results~~Audit Committee’s policies. All of the ~~2017 shareholder advisory vote regarding~~fees paid to Ernst & Young under the ~~frequency~~categories “audit-related,” “tax services,” and “other services” were pre-approved by the Audit Committee. The Audit Committee approved all of the ~~advisory vote~~services described below in accordance with its pre-approval policies and procedures. The aggregate fees billed to the Company by Ernst & Young for professional services in 2017 and 2018 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 2017 and 2018 were approximately $14,964,000 and approximately $14,051,000, respectively.
Audit-Related Fees.The aggregate fees billed by Ernst & Young to the Company in 2017 and 2018 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 approximately $1,143,000 and approximately $105,000, respectively. Audit related services generally include fees for audits of companies acquired and sold, pension audits, accounting related consultations, and filings with the Securities and Exchange Commission.

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Tax Fees.The aggregate fees billed by Ernst & Young to the Company in 2017 and 2018 for professional services rendered for tax compliance, tax advice and tax planning were approximately $4,476,000 and approximately $6,079,000, respectively. Tax services include domestic and foreign tax compliance and consulting.
All Other Fees.The aggregate fees billed by Ernst & Young to the Company in 2017 and 2018 for services other than audit services, audit-related services and tax services were approximately $7,000 for access to their global online resource for accounting and financial reporting literature and thought leadership.
ITEM 4—APPROVAL OF GLOBAL OMNIBUS EMPLOYEE STOCK PURCHASE PLAN
Summary of the Proposal
At the Annual Meeting, the Company’s shareholders will be asked to consider and act upon a proposal to approve the Global Omnibus Employee Stock Purchase Plan (the “Global ESPP”). The Global ESPP was recommended for adoption by the Finance and Pension Committee (“Pension Committee”) on October 17, 2018, and was approved unanimously and adopted by the full Board at its meeting on October 18, 2018, subject to approval by the Company’s shareholders.
Approval of the Global ESPP will allow the Company to provide its employees and employees of certain designated subsidiaries inside and outside of the United States an opportunity to become owners of the Company and play a role in the Company’s future and will serve as the successor plan to the Stanley Black & Decker Employee Stock Purchase Plan (the “Existing ESPP”). The Global ESPP has two components: a component that is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code (the “Code Section 423 Component”), and a component that is not intended to qualify as an “employee stock purchase plan” under Code Section 423 (the “Non-Code Section 423 Component”). The Code Section 423 Component will be construed so as to extend and limit participation in a uniform and non-discriminatory basis consistent with the requirements of Code Section 423, which provides preferential tax treatment for employees in the United States. The Non-Code Section 423 Component may be effectuated via separate offerings under one or more sub-plans of the Global ESPP for employees of participating subsidiaries in countries outside of the United States in order to achieve tax, employment, securities law and related purposes and objectives, and to conform the terms of the sub-plans with the laws and requirements of such countries.
If this proposal is approved by the Company’s shareholders, subject to adjustment for certain changes in recapitalization or reorganization, the maximum aggregate number of the Company’s shares of Common Stock that may be issued under the Global ESPP will be 1,600,000 shares, which will be used to satisfy the purchase of shares of Common Stock under either the Code Section 423 Component or the Non-Code Section 423 Component of the Global ESPP. Currently, the Company maintains the Existing ESPP, which originally was adopted in April 1995 and which in recent years has been used for employees in Canada, Israel and the United States. If approved, the Global ESPP will serve as the successor plan to the Existing ESPP and may be used to provide employees globally with an opportunity to become shareholders in the Company. Following the commencement of operation of the Global ESPP, the Company will terminate the Existing ESPP and once terminated, all remaining shares of Common Stock authorized for issuance under the Existing ESPP will cease to be available for purchase by employees.
The Company also maintains the Stanley Black & Decker, Inc. 2018 Omnibus Award Plan (the “2018 Plan”), which allows the Company to grant various forms of equity compensation awards to employees, officers and non-employee directors of ~~our named executive officers, we are asking you to vote on a non-binding, advisory basis on~~ the ~~following resolution at~~Company and its subsidiaries.
As of December 29, 2018:
A total of 176,902,738 shares of Common Stock were issued and 151,302,450 shares were outstanding.
A total of 1,606,224 shares of Common Stock were available for issuance under the Existing ESPP.
A total of 14,277,893 shares of Common Stock were available for issuance under the 2018 ~~Annual Meeting:~~Plan.
~~RESOLVED,~~If this proposal is approved by the Company’s shareholders, the Global ESPP will become effective as of the first available Offering Date, as determined by the Pension Committee, following the date of such approval; provided, no shares of Common Stock authorized for issuance under the Global ESPP may be issued prior to January 1, 2020. In the event that the Company’s shareholders do not approve ~~on an advisory basis,~~this proposal, the ~~compensation~~Global ESPP will not become effective.
The following description of the ~~Company’s named executive officers as disclosed~~Global ESPP is a summary and is qualified in its entirety by reference to the Compensation Discussion and Analysis, the Summary Compensation Table and the other executive compensation tables and related narratives and descriptions appearing on pages 15 to 51 of the Company’s Proxy Statementplan document for the ~~2018 Annual Meeting.~~
~~This advisory vote, commonly known~~Global ESPP, a copy of which is attached as ~~a “Say on Pay” vote, gives you the opportunity~~Exhibit A to express your views about the compensation we pay to our named executive officers, as described in this Proxy Statement. You may vote “FOR” or “AGAINST” the resolution or abstain from voting on the resolution. At the 2017 Annual Meeting, a majority of the Company’s shareholders voted in favor of holding a Say on Pay advisory vote on an annual basis, and, in light of this vote, the Board adopted a policy of holding Say on Pay votes annually. Therefore, unless our Board determines otherwise, we will continue to hold Say on Pay votes on an annual basis.
Before you vote, please review the Compensation Discussion and Analysis and the tabular and narrative disclosure that follows it. These sections describe our named executive officer pay programs and the rationale behind the decisions made by our Compensation Committee.
We believe you should vote “FOR” our named executive officer compensation program, which we have designed to (1) promote our long-term vision, (2) strengthen the alignment among executive pay, performance and strategy, and (3) encourage our executives to deliver investment returns in line with our shareholders’ expectations. Here are the highlights of our 2017 named executive officer pay programs:
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~~Company Performance in 2017:~~~~Company performance in 2017, as discussed in more detail in our January 24, 2018 earnings release, was as follows:~~
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~~revenues totaled $12.7 billion, up 12% from 2016;~~
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~~organic growth was 7%;~~
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~~diluted GAAP earnings per share was $8.04, up 23.5% from 2016;~~
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~~full year operating margin rate was 14.1%; and~~
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~~free cash flow conversion was approximately 100%.~~

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~~We Delivered Strong Shareholder Return in 2017:~~We attained double-digit total shareholder return of 50% in 2017 and recorded three-year annualized total shareholder return of 84%. The closing price of a share of Company common stock at the end of our 2017 fiscal year was $169.69—an increase of 48% from the end of our 2016 fiscal year, and a 59% increase from the end of our 2015 fiscal year.
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~~The Board’s Responsiveness to Shareholders Resulted in a 92.8% Approval in Last Year’s Say on Pay Vote:~~The Board has reviewed current views on corporate governance “best practices” and considered the strong shareholder support for our programs as evidenced by last year’s “Say on Pay” vote and determined that our executive compensation programs are designed to reward pay for performance.

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~~Long-Term Performance Targets are Aggressive:~~Our record over the last five years shows that performance targets for our long-term performance award programs are not easily achievable, as evidenced by the fact that none of our programs have paid out at maximum over the last five years.
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~~Pay for Performance Alignment is Strong:~~When measured against our peers, our executive compensation programs demonstrate strong alignment between executive pay and Company performance. To minimize incentives to achieve short term goals at long-term cost, our incentive programs for our named executive officers, and others, place a greater emphasis on, and provide greater rewards for, achievement of long-term goals. In the most recently available three-year period (2014 – 2016), when our TSR and composite financial performance relative to our Compensation Peer Group were at the 89^th~~and 67~~^th~~percentiles respectively, CEO realizable pay was at the 78~~^th~~percentile in our Compensation Peer Group.~~
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~~Target Compensation for our Named Executive Officers Reflects Market Conditions:~~We regularly benchmark our compensation program against market norms. Total compensation opportunity for our named executive officers is targeted to and reasonably aligned with the median percentile of our peer group.
For these reasons, the Board of Directors recommends that shareholders vote FOR the approval of the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related narratives and descriptions in this Proxy Statement.

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Purpose.The ~~result~~purpose of the ~~Say~~Global ESPP is to afford eligible employees an opportunity to obtain a proprietary interest in the continued growth and prosperity of the Company through ownership of shares of the Company’s common stock.
Plan Administration.The Global ESPP will be administered by the Pension Committee of the Board. The Pension Committee will have broad administrative authority over the Global ESPP, including (a) all questions regarding the interpretation of the Global ESPP, (b) any form of agreement or other document employed by the Company in the administration of the Global ESPP, and (c) any purchase rights granted under the Global ESPP. The correction of any errors arising under the Global ESPP will be determined by the Pension Committee and will be final and binding upon all persons having an interest in the Global ESPP or the purchase rights. The Pension Committee also will determine all relevant terms and conditions of the purchase rights granted to employees, provided that all employees have the same rights and privileges within the meaning of Section 423(b) of the Code for purposes of the Code Section 423 Component of the Global ESPP.
The Pension Committee may assign any of its administrative tasks and authorities set forth under the Global ESPP to the Company’s (1) (a) Vice President, Corporate Tax and Treasurer, (b) Senior Vice President, Chief Human Resources Officer, or (c) Vice President, Treasury, or the successors thereto (each acting individually), or (2) such other officer(s) or employee(s) of the Company to whom the Pension Committee has delegated the authority to administer the Global ESPP (the “Plan Administrator”); provided, the Pension Committee may not delegate the task of designating Participating 423 Subsidiaries and Participating Non-423 Subsidiaries for participation in either the Code Section 423 Component of the Global ESPP or the Non-Code Section 423 Component of the Global ESPP, or its authority to make adjustments under the Global ESPP. The Plan Administrator also may include any third-party vendor hired by the Pension Committee to assist with the day-to-day operation and administration of the Global ESPP.
No member of the Board or the Pension Committee will be liable for any action or determination made in good faith with respect to the Global ESPP. All expenses incurred in connection with the operation and administration of the Global ESPP will be paid by the Company; provided, responsibility for payment of administrative costs to maintain a terminated Participant’s plan account may be transferred to the terminated Participant, as determined by the Pension Committee.
Available Shares.Subject to adjustment for certain changes in recapitalization or reorganization, to which the Company is a party, the maximum aggregate number of shares of Common Stock that may be issued under the Global ESPP will be 1,600,000 shares of Common Stock. Such shares may be used to satisfy the purchase of shares of Common Stock under either the Code Section 423 Component or the Non-Code Section 423 Component of the Global ESPP. Shares of Common Stock that may be issued under the Global ESPP may consist of authorized but unissued shares and/or reacquired shares (treasury shares). If any right to purchase shares of Common Stock granted under the Global ESPP expires or is terminated or canceled, the shares of Common Stock allocable to the unexercised portion of such right will again be available for issuance under the Global ESPP. In addition, no shares of Common Stock authorized for issuance under the Global ESPP may be issued prior to January 1, 2020.
On February 15, 2019, the closing price for a share of our Common Stock on ~~Pay vote~~the New York Stock Exchange (“NYSE”) was $136.39.
Offerings.The Global ESPP may be implemented by offering all eligible Employees an option to purchase shares of Common Stock, which the Employee may or may not exercise during an offering period (“Purchase Right”). The duration of each offering period will be established by the Pension Committee but generally will commence annually on the second (2nd) Friday of each October through the last day on which the NYSE is open for trading of each December of the following calendar year (each, an “Offering Period”). Each Offering Period generally will consist of monthly purchase periods (each, a “Purchase Period”) that commence on January 1 of each calendar year and conclude at the end of December of the same calendar year.
Eligibility.Employees of the Company (or a subsidiary of the Company that is designated for offering participation in either the Code Section 423 Component or Non-Code Section 423 Component of the Global ESPP to its eligible employees) who (1) have satisfied a service requirement of at least 90 days or such other period designated by the Pension Committee, and (2) do not own (or have a right to acquire) five percent (5%) or more of the total combined voting power or value of all classes of the Company’s stock, a future parent corporation, or the Company’s subsidiaries (including any stock, which such Employee may purchase under all outstanding Purchase Rights and other equity compensation awards), may participate in offerings under the Global ESPP provided they were employed prior to the start of an enrollment period for an applicable Offering Period.
No Employee may purchase more than $25,000 worth of the Company’s shares of Common Stock (determined based on the fair market value of the shares at the time such Purchase Right is granted) under the Global ESPP and any Non-Code Section 423 Component sub-plans of the Company’s subsidiaries for each calendar year during which such Purchase Right is outstanding.

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As of February 15, 2019, approximately 54,400 full-time and part-time employees in the United States and other countries may be eligible to participate in the Global ESPP if the Global ESPP is approved by the Company’s shareholders and upon meeting the eligibility requirements as described in the plan, including designation as a Participating Subsidiary.
Participation.An eligible employee who elects to participate in the Global ESPP (a “Participant”) must enroll in the Global ESPP by timely submitting a properly completed enrollment agreement to the Plan Administrator during the enrollment period for each Offering Period. An eligible employee who elects to enroll in the Global ESPP as a Participant will designate in the enrollment agreement a fixed dollar amount of his or her compensation (in whole dollars only) to be deducted each pay period. The minimum amount of a Participant’s contributions for each pay period is one dollar ($1.00). The maximum amount of a Participant’s contributions for each Offering Period is 15% of the Participant’s compensation (subject to such further limitations provided in the Global ESPP).
Payment of Purchase Price; Payroll Deductions.The purchase of shares of Common Stock during each Purchase Period will be funded by a Participant’s payroll deductions accumulated during the Purchase Period. Participant payroll deductions generally will commence on January 1 of each Offering Period and will continue to be deducted each pay day through the end of the Offering Period. Interest will not be ~~binding~~paid on Participant accumulated payroll deductions, which will be deposited with the general funds of the Company and may be used by the Company for any corporate purpose. A Participant may change the rate of payroll deductions during an Offering Period by timely submitting an amended enrollment agreement to the Plan Administrator. A Participant who elects to decrease the rate of his or her payroll deductions to 0% will remain in the Global ESPP unless he or she elects to withdraw from the Global ESPP. Unless a Participant’s participation is withdrawn, his or her Purchase Right will be exercised automatically on each monthly Purchase Date.
Purchase Price.Except as such higher price as may be otherwise established by the Pension Committee, the price at which a share of Common Stock may be purchased under the Global ESPP on the last trading day of each Purchase Period (the “Purchase Date”) will be the lower of (i) 85% of the fair market value of the Company’s shares of Common Stock on the first trading day of the Offering Period, or (ii) 85% of the fair market value of the Company’s shares of Common Stock on the applicable Purchase Date (the “Purchase Price”).
Purchase Limits.Each Participant will be granted a Purchase Right to purchase on the Purchase Date for such Offering Period up to a maximum number of shares of Common Stock determined by dividing such Participant’s Contributions accumulated prior to such Purchase Date by the applicable Purchase Price; provided, however, that in no event will a Participant be permitted to purchase more than $25,000 worth of the Company’s shares of Common Stock (determined based on the fair market value of the shares at the time such Purchase Right is granted) under the Global ESPP and any Non-Code Section 423 Component sub-plans of the Company’s subsidiaries for each calendar year during which such Purchase Right is outstanding. Moreover, in no event will a Participant be permitted to purchase more than 5,000 shares of Common Stock during any individual Offering Period (or such other lesser number of shares of Common Stock as determined by the Pension Committee).
Required Holding Period.Except as may be otherwise determined by the Pension Committee, a Participant may not sell or otherwise dispose of any shares of Common Stock acquired under the Global ESPP unless and until twelve (12) months have lapsed from the applicable Purchase Date (the “Required Holding Period”). Further, except as may be otherwise determined by the Pension Committee, a Participant in the Code Section 423 Component may not transfer any shares of Common Stock acquired under the Global ESPP from the Participant’s plan account unless and until the period provided under Code Section 423(a)(1) for such shares has been satisfied. Notwithstanding the foregoing, (1) upon a Participant’s death, disability, retirement or involuntary termination of employment without cause, the Required Holding Period will lapse and will not apply to any shares of Common Stock acquired by the Participant under the Global ESPP, and (2) upon the approval of a Participant’s request for a hardship withdrawal, as such term “hardship” is defined under the Stanley Black & Decker Retirement Account Plan, the Required Holding Period will lapse for such number of shares of Common Stock acquired by the Participant under the Global ESPP as may be necessary to satisfy such hardship, as determined by the Pension Committee in its sole discretion.
Termination of Employment.In the event a Participant’s employment is terminated prior to a Purchase Date for any reason, including retirement, disability or death, or in the event he or she is no longer eligible to participate in the Global ESPP, his or her rights under any offering under the Global ESPP will terminate immediately. Contributions credited to the Participant’s account since the last Purchase Date will be returned to the Participant, or, in the case of the Participant’s death, to the Participant’s legal representative, as soon as practicable.

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Voluntary Withdrawal.Participants may voluntarily withdraw from the Global ESPP at any time and receive a refund of all payroll deductions, without interest, credited to his or her Global ESPP account that have not been applied toward the purchase of shares of Common Stock by submitting a withdrawal election to the Plan Administrator no later than the fifteenth (15th) day of the month in which the applicable Purchase Date falls. The payroll deductions will be returned as soon as practicable after the withdrawal and may not be applied to the purchase of shares of Common Stock in any other offering under the Global ESPP. Participants who withdraw from the Global ESPP may be prohibited from resuming participation for the same Offering Period, but may participate in any subsequent Offering Period.
Restrictions on Transferability.Payroll deductions credited to a Participant’s account and any Purchase Rights granted under the Global ESPP may not be assigned, alienated, pledged, attached, sold or otherwise disposed of in any way by the Participant (other than by will or the laws of descent and distribution). Any attempt at assignment, transfer, pledge or other disposition will be without effect, except that the Company ~~or our Board. However,~~may treat such act as an election to withdraw from the ~~Compensation~~Global ESPP.
Effect of Recapitalization and Reorganization.In the event of certain changes in the Company’s capitalization, the Pension Committee will ~~take into account~~appropriately adjust the ~~outcome~~number and class of shares of Common Stock subject to the Global ESPP and each Purchase Right and/or the Purchase Price. The Pension Committee also has discretion to make equitable adjustments to the Global ESPP in the event of other changes in the capital structure or business of the ~~Say on Pay vote when considering named executive compensation arrangements~~Company to prevent the substantial dilution or enlargement of rights granted to, or available for, ~~future years.~~Participants under the Global ESPP.
~~ITEM 4—~~Effect of Change in Control.In the event of a change in control, as defined by the Global ESPP, any surviving or acquiring corporation may assume the Company’s rights and obligations under the Global ESPP. If the surviving or acquiring corporation does not assume the Company’s rights and obligations under outstanding Purchase Rights, the Purchase Date of the current Offering Period will be accelerated to a date before the date of the change in control, but the number of shares of Common Stock subject to outstanding Purchase Rights will not be adjusted. All Purchase Rights that are neither assumed nor exercised as of the date of the change in control will terminate and cease to be outstanding effective as of the date of the change in control.
Amendment and Termination.The Board or the Pension Committee may amend the Global ESPP at any time. No such amendment may materially adversely affect any outstanding Purchase Right granted before an amendment of the Global ESPP without the Participant’s consent, except as necessary to comply with applicable laws, listing requirements or governmental regulations (including Section 423 of the Code), or as necessary to obtain or maintain favorable tax, listing or regulatory treatment. An amendment must be approved by the shareholders of the Company within twelve (12) months of the adoption of such amendment if the amendment authorizes the sale of more shares than are authorized for issuance under the Global ESPP or changes the definition of the corporations or companies that may be designated by the Committee as participating in the Global ESPP, in each case, subject to the applicable provisions of Section 423 of the Code.
Certain United States Federal Income Tax Consequences.The following is a summary of the principal United States federal income tax consequences to Participants in the United States and the Company with respect to participation in the Code Section 423 Component of the Global ESPP. The rules concerning the federal income tax consequences with respect to participation in the Global ESPP are quite technical. Moreover, the applicable statutory provisions are subject to change, as are their interpretations and applications, which may vary in individual circumstances. Therefore, the following is designed to provide a general understanding of the federal income tax consequences. In addition, the following discussion does not set forth any gift, estate, social security or state or local tax consequences that may be applicable, and such discussion is limited to the federal income tax consequences to individuals who are citizens or residents of the United States, other than those individuals who are taxed on a residence basis in a foreign country. Because the tax consequences to any Participant may depend on his or her particular situation, each Participant should consult his or her own tax adviser regarding the federal, state, local, and other tax consequences of the grant or exercise of a Purchase Right or the sale or other disposition of shares of Common Stock acquired under the Global ESPP. The Global ESPP is not subject to any of the requirements of the Employee Retirement Income Security Act of 1974, as amended. The Global ESPP is not, nor is it intended to be, qualified under Section 401(a) of the Code.
Rights granted under the Global ESPP are intended to qualify for favorable federal income tax treatment associated with rights granted under an employee stock purchase plan that qualifies under the provisions of Section 423 of the Code.
A Participant’s payroll deductions under the Global ESPP will be made on an after-tax basis, and a Participant will not recognize any taxable income at the time a Participant is granted a Purchase Right at the start of an Offering Period or at the time the Purchase Right is exercised and shares of Common Stock are purchased on behalf of the Participant on the applicable Purchase Date. Instead, a Participant will recognize taxable income on the date the Participant sells or otherwise disposes of the acquired shares. The taxation upon such sale or other disposition will depend upon the holding period of the acquired shares.

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If the shares are sold or otherwise disposed of more than two (2) years after the beginning of the Offering Period and more than one (1) year after the shares are transferred to the Participant, then the lesser of the following will be treated as ordinary income: (i) the excess of the fair market value of the shares at the time of such sale or other disposition over the Purchase Price, or (ii) the excess of the fair market value of the shares as of the beginning of the Offering Period over the Purchase Price (determined as of the beginning of the Offering Period). Any further gain or any loss will be taxed as a long-term capital gain or loss.
If the shares are sold or otherwise disposed of before the expiration of either of the holding periods described above, then the excess of the fair market value of the shares on the Purchase Date over the Purchase Price will be treated as ordinary income at the time of such sale or other disposition. The balance of any gain will be treated as capital gain. Even if the shares are later sold or otherwise disposed of for less than their fair market value on the purchase date, the same amount of ordinary income is attributed to the Participant, and a capital loss is recognized equal to the difference between the sales price and the fair market value of the shares on such purchase date. Any capital gain or loss will be short-term or long-term, depending on how long the shares have been held.
There are no federal income tax consequences to the Company by reason of the grant or exercise of rights under the Global ESPP. The Company will be entitled to a deduction to the extent amounts are taxed and reported as ordinary income to a Participant for shares sold or otherwise disposed of before the expiration of the holding periods described above (subject to the requirement of reasonableness and the satisfaction of tax reporting obligations).
New Plan Benefits.Participation in the Global ESPP is voluntary and each eligible Employee will make his or her own decision regarding whether and to what extent to participate in the Global ESPP. In addition, the Board and the Pension Committee have not granted any Purchase Rights under the Global ESPP that are subject to shareholder approval of this proposal. Accordingly, the benefits or amounts that will be received by or allocated to the Company’s executive officers and non-executive Employees under the Global ESPP, as well as the benefits or amounts that would have been received by or allocated to the Company’s executive officers and other Employees if the Global ESPP had been in effect, are not determinable. The Company’s non-employee directors will be ineligible to participate in the Global ESPP.
THE BOARD OF DIRECTORS BELIEVES THAT THE APPROVAL OF ~~REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM~~THE STANLEY BLACK & DECKER, INC. GLOBAL OMNIBUS EMPLOYEE STOCK PURCHASE PLAN IS IN THE BEST INTERESTS OF THE COMPANY AND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE STANLEY BLACK & DECKER, INC. GLOBAL OMNIBUS EMPLOYEE STOCK PURCHASE PLAN.
Independent Registered Public Accounting Firm
Subject to the action of the shareholders at the Annual Meeting, the Board of Directors, on recommendation of the Audit Committee, has appointed Ernst & Young ~~LLP (“Ernst & Young”)~~ as the registered independent public accounting firm to audit the financial statements of the Company for the current fiscal year. In the event the shareholders fail to ratify the appointment, the Audit Committee will consider it a direction to consider other auditors for the subsequent year. Because it is difficult and not cost effective to make any change in independent registered public accounting firms so far into the year, the appointment of Ernst & Young would probably be continued for ~~2018~~2019 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 since 1932. The Audit Committee and the Board of Directors believe that the continued retention of Ernst & Young to serve as the Company’s independent auditor is in the best interests of the Company and its investors. Representatives of Ernst & Young will be present at the Annual Meeting with the opportunity to make a statement if they desire to do so and to respond to appropriate questions.
The Board of Directors recommends a vote FOR approval of the selection of Ernst & Young LLP as the Company’s registered independent public accounting firm for the ~~2018~~2019 fiscal year.
Fees of Independent Auditors
General.In addition to retaining Ernst & Young to audit the Company’s consolidated financial statements for ~~2017,~~2018, the Company retained Ernst & Young and other accounting and consulting firms to provide advisory, auditing and consulting services in ~~2017.~~2018. The Audit Committee has adopted policies and procedures for pre-approving all audit and non-audit services provided by Ernst & Young. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally subject to a specific budget amount. With respect to non-audit services, the Audit Committee will consider and, if appropriate, give pre-approval to specific sub-categories of such services with related budget amounts. The Audit Committee may delegate pre-approval authority to one or more of its members. Ernst & Young and management are required to periodically report to the full Audit Committee regarding the extent of services provided by Ernst & Young in accordance with the Audit Committee’s policies. All of the fees paid to Ernst & Young under the categories “audit-related,” “tax services,” and “other services” were pre-approved by the Audit Committee. The Audit Committee approved all of the services described below in accordance with its pre-approval policies and procedures. The aggregate fees billed to the Company by Ernst & Young for professional services in ~~2016~~2017 and ~~2017~~2018 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 ~~2016~~2017 and ~~2017~~2018 were ~~$13,155,000~~approximately $14,964,000 and approximately ~~$14,964,000,~~$14,051,000, respectively.
~~Audit Related~~Audit-Related Fees.The aggregate fees billed by Ernst & Young to the Company in ~~2016~~2017 and ~~2017~~2018 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 ~~$736,000~~approximately $1,143,000 and approximately ~~$1,143,000,~~$105,000, respectively. Audit related services generally include fees for audits of companies acquired and sold, pension audits, accounting related consultations, and filings with the Securities and Exchange Commission.

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Tax Fees.The aggregate fees billed by Ernst & Young to the Company in ~~2016~~2017 and ~~2017~~2018 for professional services rendered for tax compliance, tax advice and tax planning were ~~$4,878,000~~approximately $4,476,000 and approximately ~~$4,476,000,~~$6,079,000, respectively. Tax services include domestic and foreign tax compliance and consulting.
All Other Fees.The aggregate fees billed by Ernst & Young ~~did not bill~~to the Company ~~for any fees~~in 2017 and 2018 for services other than audit services, ~~audit related~~audit-related services and tax services ~~in 2016 or 2017.~~were approximately $7,000 for access to their global online resource for accounting and financial reporting literature and thought leadership.
ITEM 4—APPROVAL OF GLOBAL OMNIBUS EMPLOYEE STOCK PURCHASE PLAN
Summary of the Proposal
At the Annual Meeting, the Company’s shareholders will be asked to consider and act upon a proposal to approve the Global Omnibus Employee Stock Purchase Plan (the “Global ESPP”). The Global ESPP was recommended for adoption by the Finance and Pension Committee (“Pension Committee”) on October 17, 2018, and was approved unanimously and adopted by the full Board at its meeting on October 18, 2018, subject to approval by the Company’s shareholders.
Approval of the Global ESPP will allow the Company to provide its employees and employees of certain designated subsidiaries inside and outside of the United States an opportunity to become owners of the Company and play a role in the Company’s future and will serve as the successor plan to the Stanley Black & Decker Employee Stock Purchase Plan (the “Existing ESPP”). The Global ESPP has two components: a component that is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code (the “Code Section 423 Component”), and a component that is not intended to qualify as an “employee stock purchase plan” under Code Section 423 (the “Non-Code Section 423 Component”). The Code Section 423 Component will be construed so as to extend and limit participation in a uniform and non-discriminatory basis consistent with the requirements of Code Section 423, which provides preferential tax treatment for employees in the United States. The Non-Code Section 423 Component may be effectuated via separate offerings under one or more sub-plans of the Global ESPP for employees of participating subsidiaries in countries outside of the United States in order to achieve tax, employment, securities law and related purposes and objectives, and to conform the terms of the sub-plans with the laws and requirements of such countries.
If this proposal is approved by the Company’s shareholders, subject to adjustment for certain changes in recapitalization or reorganization, the maximum aggregate number of the Company’s shares of Common Stock that may be issued under the Global ESPP will be 1,600,000 shares, which will be used to satisfy the purchase of shares of Common Stock under either the Code Section 423 Component or the Non-Code Section 423 Component of the Global ESPP. Currently, the Company maintains the Existing ESPP, which originally was adopted in April 1995 and which in recent years has been used for employees in Canada, Israel and the United States. If approved, the Global ESPP will serve as the successor plan to the Existing ESPP and may be used to provide employees globally with an opportunity to become shareholders in the Company. Following the commencement of operation of the Global ESPP, the Company will terminate the Existing ESPP and once terminated, all remaining shares of Common Stock authorized for issuance under the Existing ESPP will cease to be available for purchase by employees.
The Company also maintains the Stanley Black & Decker, Inc. 2018 Omnibus Award Plan (the “2018 Plan”), which allows the Company to grant various forms of equity compensation awards to employees, officers and non-employee directors of the Company and its subsidiaries.
As of December 29, 2018:
A total of 176,902,738 shares of Common Stock were issued and 151,302,450 shares were outstanding.
A total of 1,606,224 shares of Common Stock were available for issuance under the Existing ESPP.
A total of 14,277,893 shares of Common Stock were available for issuance under the 2018 Plan.
If this proposal is approved by the Company’s shareholders, the Global ESPP will become effective as of the first available Offering Date, as determined by the Pension Committee, following the date of such approval; provided, no shares of Common Stock authorized for issuance under the Global ESPP may be issued prior to January 1, 2020. In the event that the Company’s shareholders do not approve this proposal, the Global ESPP will not become effective.
The following description of the Global ESPP is a summary and is qualified in its entirety by reference to the plan document for the Global ESPP, a copy of which is attached as Exhibit A to this Proxy Statement.

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Purpose.The purpose of the Global ESPP is to afford eligible employees an opportunity to obtain a proprietary interest in the continued growth and prosperity of the Company through ownership of shares of the Company’s common stock.
Plan Administration.The Global ESPP will be administered by the Pension Committee of the Board. The Pension Committee will have broad administrative authority over the Global ESPP, including (a) all questions regarding the interpretation of the Global ESPP, (b) any form of agreement or other document employed by the Company in the administration of the Global ESPP, and (c) any purchase rights granted under the Global ESPP. The correction of any errors arising under the Global ESPP will be determined by the Pension Committee and will be final and binding upon all persons having an interest in the Global ESPP or the purchase rights. The Pension Committee also will determine all relevant terms and conditions of the purchase rights granted to employees, provided that all employees have the same rights and privileges within the meaning of Section 423(b) of the Code for purposes of the Code Section 423 Component of the Global ESPP.
The Pension Committee may assign any of its administrative tasks and authorities set forth under the Global ESPP to the Company’s (1) (a) Vice President, Corporate Tax and Treasurer, (b) Senior Vice President, Chief Human Resources Officer, or (c) Vice President, Treasury, or the successors thereto (each acting individually), or (2) such other officer(s) or employee(s) of the Company to whom the Pension Committee has delegated the authority to administer the Global ESPP (the “Plan Administrator”); provided, the Pension Committee may not delegate the task of designating Participating 423 Subsidiaries and Participating Non-423 Subsidiaries for participation in either the Code Section 423 Component of the Global ESPP or the Non-Code Section 423 Component of the Global ESPP, or its authority to make adjustments under the Global ESPP. The Plan Administrator also may include any third-party vendor hired by the Pension Committee to assist with the day-to-day operation and administration of the Global ESPP.
No member of the Board or the Pension Committee will be liable for any action or determination made in good faith with respect to the Global ESPP. All expenses incurred in connection with the operation and administration of the Global ESPP will be paid by the Company; provided, responsibility for payment of administrative costs to maintain a terminated Participant’s plan account may be transferred to the terminated Participant, as determined by the Pension Committee.
Available Shares.Subject to adjustment for certain changes in recapitalization or reorganization, to which the Company is a party, the maximum aggregate number of shares of Common Stock that may be issued under the Global ESPP will be 1,600,000 shares of Common Stock. Such shares may be used to satisfy the purchase of shares of Common Stock under either the Code Section 423 Component or the Non-Code Section 423 Component of the Global ESPP. Shares of Common Stock that may be issued under the Global ESPP may consist of authorized but unissued shares and/or reacquired shares (treasury shares). If any right to purchase shares of Common Stock granted under the Global ESPP expires or is terminated or canceled, the shares of Common Stock allocable to the unexercised portion of such right will again be available for issuance under the Global ESPP. In addition, no shares of Common Stock authorized for issuance under the Global ESPP may be issued prior to January 1, 2020.
On February 15, 2019, the closing price for a share of our Common Stock on the New York Stock Exchange (“NYSE”) was $136.39.
Offerings.The Global ESPP may be implemented by offering all eligible Employees an option to purchase shares of Common Stock, which the Employee may or may not exercise during an offering period (“Purchase Right”). The duration of each offering period will be established by the Pension Committee but generally will commence annually on the second (2nd) Friday of each October through the last day on which the NYSE is open for trading of each December of the following calendar year (each, an “Offering Period”). Each Offering Period generally will consist of monthly purchase periods (each, a “Purchase Period”) that commence on January 1 of each calendar year and conclude at the end of December of the same calendar year.
Eligibility.Employees of the Company (or a subsidiary of the Company that is designated for offering participation in either the Code Section 423 Component or Non-Code Section 423 Component of the Global ESPP to its eligible employees) who (1) have satisfied a service requirement of at least 90 days or such other period designated by the Pension Committee, and (2) do not own (or have a right to acquire) five percent (5%) or more of the total combined voting power or value of all classes of the Company’s stock, a future parent corporation, or the Company’s subsidiaries (including any stock, which such Employee may purchase under all outstanding Purchase Rights and other equity compensation awards), may participate in offerings under the Global ESPP provided they were employed prior to the start of an enrollment period for an applicable Offering Period.
No Employee may purchase more than $25,000 worth of the Company’s shares of Common Stock (determined based on the fair market value of the shares at the time such Purchase Right is granted) under the Global ESPP and any Non-Code Section 423 Component sub-plans of the Company’s subsidiaries for each calendar year during which such Purchase Right is outstanding.

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As of February 15, 2019, approximately 54,400 full-time and part-time employees in the United States and other countries may be eligible to participate in the Global ESPP if the Global ESPP is approved by the Company’s shareholders and upon meeting the eligibility requirements as described in the plan, including designation as a Participating Subsidiary.
Participation.An eligible employee who elects to participate in the Global ESPP (a “Participant”) must enroll in the Global ESPP by timely submitting a properly completed enrollment agreement to the Plan Administrator during the enrollment period for each Offering Period. An eligible employee who elects to enroll in the Global ESPP as a Participant will designate in the enrollment agreement a fixed dollar amount of his or her compensation (in whole dollars only) to be deducted each pay period. The minimum amount of a Participant’s contributions for each pay period is one dollar ($1.00). The maximum amount of a Participant’s contributions for each Offering Period is 15% of the Participant’s compensation (subject to such further limitations provided in the Global ESPP).
Payment of Purchase Price; Payroll Deductions.The purchase of shares of Common Stock during each Purchase Period will be funded by a Participant’s payroll deductions accumulated during the Purchase Period. Participant payroll deductions generally will commence on January 1 of each Offering Period and will continue to be deducted each pay day through the end of the Offering Period. Interest will not be paid on Participant accumulated payroll deductions, which will be deposited with the general funds of the Company and may be used by the Company for any corporate purpose. A Participant may change the rate of payroll deductions during an Offering Period by timely submitting an amended enrollment agreement to the Plan Administrator. A Participant who elects to decrease the rate of his or her payroll deductions to 0% will remain in the Global ESPP unless he or she elects to withdraw from the Global ESPP. Unless a Participant’s participation is withdrawn, his or her Purchase Right will be exercised automatically on each monthly Purchase Date.
Purchase Price.Except as such higher price as may be otherwise established by the Pension Committee, the price at which a share of Common Stock may be purchased under the Global ESPP on the last trading day of each Purchase Period (the “Purchase Date”) will be the lower of (i) 85% of the fair market value of the Company’s shares of Common Stock on the first trading day of the Offering Period, or (ii) 85% of the fair market value of the Company’s shares of Common Stock on the applicable Purchase Date (the “Purchase Price”).
Purchase Limits.Each Participant will be granted a Purchase Right to purchase on the Purchase Date for such Offering Period up to a maximum number of shares of Common Stock determined by dividing such Participant’s Contributions accumulated prior to such Purchase Date by the applicable Purchase Price; provided, however, that in no event will a Participant be permitted to purchase more than $25,000 worth of the Company’s shares of Common Stock (determined based on the fair market value of the shares at the time such Purchase Right is granted) under the Global ESPP and any Non-Code Section 423 Component sub-plans of the Company’s subsidiaries for each calendar year during which such Purchase Right is outstanding. Moreover, in no event will a Participant be permitted to purchase more than 5,000 shares of Common Stock during any individual Offering Period (or such other lesser number of shares of Common Stock as determined by the Pension Committee).
Required Holding Period.Except as may be otherwise determined by the Pension Committee, a Participant may not sell or otherwise dispose of any shares of Common Stock acquired under the Global ESPP unless and until twelve (12) months have lapsed from the applicable Purchase Date (the “Required Holding Period”). Further, except as may be otherwise determined by the Pension Committee, a Participant in the Code Section 423 Component may not transfer any shares of Common Stock acquired under the Global ESPP from the Participant’s plan account unless and until the period provided under Code Section 423(a)(1) for such shares has been satisfied. Notwithstanding the foregoing, (1) upon a Participant’s death, disability, retirement or involuntary termination of employment without cause, the Required Holding Period will lapse and will not apply to any shares of Common Stock acquired by the Participant under the Global ESPP, and (2) upon the approval of a Participant’s request for a hardship withdrawal, as such term “hardship” is defined under the Stanley Black & Decker Retirement Account Plan, the Required Holding Period will lapse for such number of shares of Common Stock acquired by the Participant under the Global ESPP as may be necessary to satisfy such hardship, as determined by the Pension Committee in its sole discretion.
Termination of Employment.In the event a Participant’s employment is terminated prior to a Purchase Date for any reason, including retirement, disability or death, or in the event he or she is no longer eligible to participate in the Global ESPP, his or her rights under any offering under the Global ESPP will terminate immediately. Contributions credited to the Participant’s account since the last Purchase Date will be returned to the Participant, or, in the case of the Participant’s death, to the Participant’s legal representative, as soon as practicable.

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Voluntary Withdrawal.Participants may voluntarily withdraw from the Global ESPP at any time and receive a refund of all payroll deductions, without interest, credited to his or her Global ESPP account that have not been applied toward the purchase of shares of Common Stock by submitting a withdrawal election to the Plan Administrator no later than the fifteenth (15th) day of the month in which the applicable Purchase Date falls. The payroll deductions will be returned as soon as practicable after the withdrawal and may not be applied to the purchase of shares of Common Stock in any other offering under the Global ESPP. Participants who withdraw from the Global ESPP may be prohibited from resuming participation for the same Offering Period, but may participate in any subsequent Offering Period.
Restrictions on Transferability.Payroll deductions credited to a Participant’s account and any Purchase Rights granted under the Global ESPP may not be assigned, alienated, pledged, attached, sold or otherwise disposed of in any way by the Participant (other than by will or the laws of descent and distribution). Any attempt at assignment, transfer, pledge or other disposition will be without effect, except that the Company may treat such act as an election to withdraw from the Global ESPP.
Effect of Recapitalization and Reorganization.In the event of certain changes in the Company’s capitalization, the Pension Committee will appropriately adjust the number and class of shares of Common Stock subject to the Global ESPP and each Purchase Right and/or the Purchase Price. The Pension Committee also has discretion to make equitable adjustments to the Global ESPP in the event of other changes in the capital structure or business of the Company to prevent the substantial dilution or enlargement of rights granted to, or available for, Participants under the Global ESPP.
Effect of Change in Control.In the event of a change in control, as defined by the Global ESPP, any surviving or acquiring corporation may assume the Company’s rights and obligations under the Global ESPP. If the surviving or acquiring corporation does not assume the Company’s rights and obligations under outstanding Purchase Rights, the Purchase Date of the current Offering Period will be accelerated to a date before the date of the change in control, but the number of shares of Common Stock subject to outstanding Purchase Rights will not be adjusted. All Purchase Rights that are neither assumed nor exercised as of the date of the change in control will terminate and cease to be outstanding effective as of the date of the change in control.
Amendment and Termination.The Board or the Pension Committee may amend the Global ESPP at any time. No such amendment may materially adversely affect any outstanding Purchase Right granted before an amendment of the Global ESPP without the Participant’s consent, except as necessary to comply with applicable laws, listing requirements or governmental regulations (including Section 423 of the Code), or as necessary to obtain or maintain favorable tax, listing or regulatory treatment. An amendment must be approved by the shareholders of the Company within twelve (12) months of the adoption of such amendment if the amendment authorizes the sale of more shares than are authorized for issuance under the Global ESPP or changes the definition of the corporations or companies that may be designated by the Committee as participating in the Global ESPP, in each case, subject to the applicable provisions of Section 423 of the Code.
Certain United States Federal Income Tax Consequences.The following is a summary of the principal United States federal income tax consequences to Participants in the United States and the Company with respect to participation in the Code Section 423 Component of the Global ESPP. The rules concerning the federal income tax consequences with respect to participation in the Global ESPP are quite technical. Moreover, the applicable statutory provisions are subject to change, as are their interpretations and applications, which may vary in individual circumstances. Therefore, the following is designed to provide a general understanding of the federal income tax consequences. In addition, the following discussion does not set forth any gift, estate, social security or state or local tax consequences that may be applicable, and such discussion is limited to the federal income tax consequences to individuals who are citizens or residents of the United States, other than those individuals who are taxed on a residence basis in a foreign country. Because the tax consequences to any Participant may depend on his or her particular situation, each Participant should consult his or her own tax adviser regarding the federal, state, local, and other tax consequences of the grant or exercise of a Purchase Right or the sale or other disposition of shares of Common Stock acquired under the Global ESPP. The Global ESPP is not subject to any of the requirements of the Employee Retirement Income Security Act of 1974, as amended. The Global ESPP is not, nor is it intended to be, qualified under Section 401(a) of the Code.
Rights granted under the Global ESPP are intended to qualify for favorable federal income tax treatment associated with rights granted under an employee stock purchase plan that qualifies under the provisions of Section 423 of the Code.
A Participant’s payroll deductions under the Global ESPP will be made on an after-tax basis, and a Participant will not recognize any taxable income at the time a Participant is granted a Purchase Right at the start of an Offering Period or at the time the Purchase Right is exercised and shares of Common Stock are purchased on behalf of the Participant on the applicable Purchase Date. Instead, a Participant will recognize taxable income on the date the Participant sells or otherwise disposes of the acquired shares. The taxation upon such sale or other disposition will depend upon the holding period of the acquired shares.

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If the shares are sold or otherwise disposed of more than two (2) years after the beginning of the Offering Period and more than one (1) year after the shares are transferred to the Participant, then the lesser of the following will be treated as ordinary income: (i) the excess of the fair market value of the shares at the time of such sale or other disposition over the Purchase Price, or (ii) the excess of the fair market value of the shares as of the beginning of the Offering Period over the Purchase Price (determined as of the beginning of the Offering Period). Any further gain or any loss will be taxed as a long-term capital gain or loss.
If the shares are sold or otherwise disposed of before the expiration of either of the holding periods described above, then the excess of the fair market value of the shares on the Purchase Date over the Purchase Price will be treated as ordinary income at the time of such sale or other disposition. The balance of any gain will be treated as capital gain. Even if the shares are later sold or otherwise disposed of for less than their fair market value on the purchase date, the same amount of ordinary income is attributed to the Participant, and a capital loss is recognized equal to the difference between the sales price and the fair market value of the shares on such purchase date. Any capital gain or loss will be short-term or long-term, depending on how long the shares have been held.
There are no federal income tax consequences to the Company by reason of the grant or exercise of rights under the Global ESPP. The Company will be entitled to a deduction to the extent amounts are taxed and reported as ordinary income to a Participant for shares sold or otherwise disposed of before the expiration of the holding periods described above (subject to the requirement of reasonableness and the satisfaction of tax reporting obligations).
New Plan Benefits.Participation in the Global ESPP is voluntary and each eligible Employee will make his or her own decision regarding whether and to what extent to participate in the Global ESPP. In addition, the Board and the Pension Committee have not granted any Purchase Rights under the Global ESPP that are subject to shareholder approval of this proposal. Accordingly, the benefits or amounts that will be received by or allocated to the Company’s executive officers and non-executive Employees under the Global ESPP, as well as the benefits or amounts that would have been received by or allocated to the Company’s executive officers and other Employees if the Global ESPP had been in effect, are not determinable. The Company’s non-employee directors will be ineligible to participate in the Global ESPP.
THE BOARD OF DIRECTORS BELIEVES THAT THE APPROVAL OF THE STANLEY BLACK & DECKER, INC. GLOBAL OMNIBUS EMPLOYEE STOCK PURCHASE PLAN IS IN THE BEST INTERESTS OF THE COMPANY AND UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE STANLEY BLACK & DECKER, INC. GLOBAL OMNIBUS EMPLOYEE STOCK PURCHASE PLAN.
Equity Compensation Plan Information
Compensation plans under which the Company’s equity securities are authorized for issuance at December 29, 2018 follow:
(A) (B) (C)
Plan Category       Number of securities to be
issued upon exercise of
outstanding options and
stock awards       Weighted-average exercise
price of outstanding options       Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities
reflected in column(A))
Equity compensation plans approved by security holders         9,141,523 (1)                 $ 107.36 (2)                 15,884,117 (3)
Equity compensation plans not approved by security holders (4) — — —
Total 9,141,523 $ 107.36 15,884,117 (3)

(1) Consists of 7,352,263 shares underlying outstanding stock options (whether vested or unvested) with a weighted average exercise price of $107.36 and a weighted average term of 6.35 years; 1,702,142 shares underlying time-vesting RSUs that have not yet vested and the maximum number of shares that will be issued pursuant to outstanding long-term performance awards if all established goals are met; and 87,118 of shares earned but related to which participants elected deferral of delivery. All stock-based compensation plans are discussed in Note J, Capital Stock, of the Notes to the Consolidated Financial Statements in Item 8 to the Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018.
(2) There is no cost to the recipient for shares issued pursuant to time-vesting RSUs or long-term performance awards. Because there is no strike price applicable to these stock awards, they are excluded from the weighted-average exercise price which pertains solely to outstanding stock options.
(3) Consists of 1,606,224 shares available for purchase under the existing employee stock purchase plan (“Existing ESPP”) at the election of employees and 14,277,893 securities available for future grants by the Board of Directors under stock-based compensation plans. On January 22, 2018, the Board of Directors adopted the 2018 Omnibus Award Plan (the “2018 Plan”) and authorized the issuance of 16,750,000 shares of the Company’s common stock in connection with the awards pursuant to the 2018 Plan. No further awards will be issued under the Company’s 2013 Long-Term Incentive Plan.

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(4)
U.S. employees are eligible to contribute from 1% to 25% of their salary to a qualified tax deferred savings plan as described in the Employee Stock Ownership Plan (“ESOP”) section of Note L, Employee Benefit Plans, of the Notes to the Consolidated Financial Statements in Item 8. The Company contributes an amount equal to one half of the employee contribution up to the first 7% of salary. There is a non-qualified tax deferred savings plan for highly compensated salaried employees which mirrors the qualified plan provisions, but was not specifically approved by security holders. Eligible highly compensated salaried U.S. employees are eligible to contribute from 1% to 50% of their salary to the non-qualified tax deferred savings plan. The same matching arrangement was provided for highly compensated salaried employees in the non-qualified plan, to the extent the match was not fully met in the qualified plan, except that the arrangement for these employees is outside of the ESOP, and is not funded in advance of distributions.
Effective January 1, 2019, the Company, at its discretion, will determine whether matching and core contributions will be made for the non-qualified tax deferred savings plan for a particular year. If the Company decides to make matching contributions for a year, it will make contributions, in an amount determined in its discretion, that may constitute part, all of or more than the matching contributions that would have been made pursuant to the provisions of the Stanley Black & Decker Supplemental Retirement Account Plan that were in effect prior to 2019. For both qualified and non-qualified plans, the investment of the employee’s contribution and the Company’s contribution is controlled by the employee and may include an election to invest in Company stock. Shares of the Company’s common stock may be issued at the time of a distribution from the qualified plan. The number of securities remaining available for issuance under the plans at December 29, 2018 is not determinable, since the plans do not authorize a maximum number of securities.

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VOTING INFORMATION
Only shareholders of record as of February ~~16, 2018~~15, 2019, are entitled to ~~vote~~vote.
The Company has only one class of ~~shares outstanding.~~outstanding shares. Only shareholders of record at the close of business on February ~~16, 2018,~~15, 2019, as shown in our records (the record date), will be entitled to vote, or to grant proxies to vote, at the Annual Meeting. On the record date, ~~154,111,091~~151,356,989 shares of common stock, $2.50 par value, were outstanding and entitled to vote. On all matters voted upon at the Annual Meeting and any adjournment or postponement thereof, the holders of the common stock vote together as a single class, with each record holder of common stock entitled to one vote per share.
A majority of the votes entitled to be cast on a matter must be represented for a vote to be taken.
In order to have a quorum, a majority of the votes entitled to be cast on a matter must be represented in person or by proxy at the Annual Meeting. If a quorum is not present, a majority of shares that are represented may postpone the meeting. Abstentions and broker non-votes will be counted in determining whether a quorum is present.
Vote required for approval
As long as holders representing at least a majority of the shares of Company common stock outstanding as of February ~~16, 2018~~15, 2019 are present at the Annual Meeting in person or by proxy:
Because the election of directors is uncontested, the term of a current director nominee who receives more votes “against” than “for” election will end on the date that is the earlier of (i) ninety (90) days from the date on which the voting results are determined, or (ii) the date on which the Board selects an individual to fill the office held by such ~~director.~~director, which selection shall be deemed to constitute the filling of a vacancy by the Board. The Board (excluding such nominee) may select any qualified individual to fill the office held by a director who receives more votes “against” than “for” election. A properly executed proxy marked “abstain” as to any director will not be voted in connection with the election of that director.
The following matters will be approved if the number of votes cast in favor of such proposal exceeds the number of votes cast against that proposal:
●
the ~~Company’s 2018 Plan,~~
●
~~the~~ compensation of the Company’s named executive officers (on an advisory basis), ~~and~~

●
the proposal to appoint Ernst & Young LLP as the registered independent public accounting firm for the ~~2018~~2019 fiscal year will be ~~approved.~~approved, and
●
the Company’s Omnibus Global ESPP.

Voting your shares registered in your name or held in “street name”
The Board of Directors of the Company is soliciting proxies from the shareholders of the Company. This will give you the opportunity to vote at the Annual Meeting. When you deliver a valid proxy, the shares represented by that proxy will be voted in accordance with your instructions.
Shareholders of record may vote by any one of the following methods:
      (1)
GO TO THE WEBSITE:www.envisionreports.com/SWKto vote over the Internet anytime up to 7:00 a.m. EDT on April ~~19, 2018,~~17, 2019, and follow the instructions provided on that site.
(2)
CALL 1-800-652-8683 from the USU.S. or Canada (this call is toll free) to vote by telephone anytime up to 7:00 a.m. EDT on April ~~19, 2018,~~17, 2019, and follow the instructions provided in the recorded message.
(3)
COMPLETE, SIGN, DATE AND MAIL your proxy card in the postage-prepaid envelope provided. Your proxy card must be received by Computershare Investor Services, LLC,the Company’s transfer agent, prior to the commencement of the Annual Meeting at 9:30 a.m. EDT on April ~~19, 2018,~~17, 2019, 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.

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Voting your shares held in the Stanley Black & Decker Retirement Account Plan (formerly the Stanley Account Value Plan)
If you hold shares in the Company through the Stanley Black & Decker Retirement Account Plan (the “401(k) Plan”), you can instruct the trustee, Wells Fargo Bank, N.A., in a confidential manner, how to vote the shares allocated to you in the 401(k) Plan by one of the following three methods:
(1)
GO TO THE WEBSITE:www.envisionreports.com/SWK to vote over the Internet anytime up to 7:00 a.m. EDT on April ~~17, 2018,~~15, 2019, and follow the instructions provided on that site.
(2)
CALL 1-800-652-8683 from the USU.S. or Canada (this call is toll free) to vote by telephone anytime up to 7:00 a.m. EDT on April ~~17, 2018,~~15, 2019, and follow the instructions provided in the recorded message.

(3)
COMPLETE, SIGN, DATE AND MAIL your instruction card in the enclosed postage-prepaid envelope. Your instruction card must be received by Computershare Investor Services, LLC, the Company’s transfer agent, no later than 7:00 a.m. EDT on April ~~17, 2018,~~15, 2019, to ensure that the trustee of the 401(k) Plan is able to vote the shares allocated to you in accordance with your wishes at the Annual Meeting.
In addition, because only the trustee of the 401(k) Plan can vote the shares allocated to you, you will not be able to vote your 401(k) shares personally at the Annual Meeting.
Please note that the trust agreement governing the 401(k) Plan provides that if the trustee does not receive your voting instructions, the trustee will vote your allocated shares in the same proportion as it votes the allocated shares for which instructions are received from participants and beneficiaries of deceased participants. The trust agreement also provides that unallocated shares are to be voted by the trustee in the same proportion as it votes allocated shares for which instructions are received from participants and beneficiaries of deceased participants. Therefore, by providing voting instructions with respect to your allocated shares, you will in effect be providing instructions with respect to a portion of the unallocated shares and a portion of the allocated shares for which instructions were not provided as well. Voting of the 401(k) Plan shares by the trustee is subject to federal pension laws, which require the trustee to act as a fiduciary for 401(k) Plan participants and beneficiaries in deciding how to vote the shares. Therefore, irrespective of these voting provisions, it is possible that the trustee may decide to vote allocated shares for which it does not receive instructions (as well as unallocated shares) in a manner other than on a proportionate basis if it believes that proportionate voting would violate applicable law. The only way to ensure that the trustee votes shares allocated to you in the 401(k) Plan in accordance with your wishes is to provide instructions to the trustee in the manner set forth above.
If you are a participant (or beneficiary of a deceased participant) in the 401(k) Plan and you also own other shares of common stock outside of your 401(k) Plan account, you should receive a voting card for shares credited to your account in the 401(k) Plan, a separate voting instruction card if you are a record holder of additional shares of Company common stock, and a voting instruction card if you hold additional shares of Company common stock through a broker, bank or other

nominee. You must vote shares that you hold as a shareholder of record, shares that you hold through a broker, bank or other nominee, and shares that are allocated to your 401(k) Plan account separately in accordance with each of the proxy cards and voting instruction cards you receive with respect to your shares of Company common stock in order to ensure that all of your shares are voted in accordance with your wishes.
Changing your vote by revoking your proxy
If you have shares registered in your own name:
If you are a registered holder, there are three ways in which you may revoke your proxy and change your vote:
●
First, you may send a written notice to the Company’s transfer agent, Computershare ~~Investor Services, LLC~~ at ~~7600 Grant~~ 462 South 4^thStreet, ~~Burr Ridge, IL 60527-7275,~~Suite 1600, Louisville, KY 40202, stating that you would like to revoke your proxy. This notice must be received prior to commencement of the Annual Meeting at 9:30 a.m. on April ~~19, 2018.~~17, 2019.

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

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

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If a broker holds your shares in “street name:”
If you have instructed a broker to vote your shares, you must follow the directions you receive from your broker to change or revoke your proxy with respect to those shares.
If you are a 401(k) Plan holder:
There are two ways in which you may revoke your instructions to the trustee and change your vote with respect to voting the shares allocated to you in the 401(k) Plan:
●
First, you may send a written notice to the Company’s transfer agent, Computershare, ~~Investor Services, LLC~~ at ~~7600 Grant~~ 462 South 4^thStreet, ~~Burr Ridge, IL 60527-7275,~~Suite 1600, Louisville, KY 40202, stating that you would like to revoke your instructions to Wells Fargo Bank, N.A., the trustee for the 401(k) Plan. This written notice must be received no later than 7:00 a.m. EDT on April ~~17, 2018,~~15, 2019, in order to revoke your prior instructions.

●
Second, you may submit new voting instructions under any one of the methods described above under “Voting your shares held in the Stanley Black & Decker Retirement Account Plan.” The latest dated instructions actually received by Wells Fargo Bank, N.A., the trustee for the 401(k) Plan, in accordance with the instructions for voting set forth in this Proxy Statement, will be the ones that are counted, and all earlier instructions will be revoked.
How proxies are counted
Shares of the common stock represented by proxies received by the Company (whether through the return of a proxy card, by telephone or over the Internet), where the shareholder has specified his or her choice with respect to the proposals described in this Proxy Statement (including the election of directors), will be voted in accordance with the specification(s) so made. If your proxy is properly executed but does not contain voting instructions, or if you vote via telephone or the Internet without indicating how you want to vote with respect to any item, your shares will be voted as follows:
●
“FOR” the election of all nominees for the Board of Directors,

●
~~“FOR” the approval of the 2018 Omnibus Award Plan,~~
●
“FOR” the approval, on an advisory basis, of the compensation of named executive officers, ~~and~~

●
“FOR” the ratification of the appointment of Ernst & Young LLP as the registered independent public accounting firm for the ~~2018~~2019 fiscal ~~year.~~
year, and
● “FOR” the approval of the Global ESPP.

A valid proxy also gives the individuals named as proxies authority to vote in their discretion when voting the shares on any other matters that are properly presented for action at the Annual Meeting.
A properly executed proxy marked ABSTAIN will not be ~~voted.~~voted and will have no effect on the outcome of the vote. However, it may be counted to determine whether there is a quorum present at the Annual Meeting.
If the shares you own are held in “street name” by a broker or other nominee entity, and you provide instructions to the broker or nominee as to how to vote your shares, your broker or other nominee entity, as the record holder of your shares, is required to vote your shares according to your instructions. Under the New York Stock Exchange rules, certain proposals, such as the ratification of the appointment of the Company’s independent auditors, are considered “routine” matters and brokers and other nominee entities generally may vote on such matters on behalf of beneficial owners who have not furnished voting instructions. For “non-routine” matters, brokers and other nominee entities may not vote unless they have received voting instructions from the beneficial owner. “Non-routine” matters include the election of directors, the approval of the Company’s ~~2018~~Global Omnibus ~~Award Plan,~~ESPP, and the “say on pay” advisory vote.
A “broker non-vote” occurs when a broker or other nominee entity does not vote on a particular proposal because it does not have authority under the New York Stock Exchange rules to vote on that particular proposal without receiving voting instructions from the beneficial owner.
Broker non-votes will not be counted with respect to the matters to be acted upon but will be counted for purposes of determining whether a quorum is present at the Annual Meeting.
If you hold shares in the Company through the 401(k) Plan, please note that the trust agreement governing the 401(k) Plan provides that if the trustee does not receive your voting instructions, the trustee will vote your allocated shares in the same proportion as it votes the allocated shares for which instructions are received from participants and beneficiaries of deceased participants. The trust agreement also provides that unallocated shares are to be voted by the trustee in the same proportion as it votes allocated shares for which instructions are received from participants and beneficiaries of deceased

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participants. Therefore, by providing voting instructions with respect to your allocated shares, you will in effect be providing instructions with respect to a portion of the unallocated shares and a portion of the allocated shares for which instructions were not provided as well. Voting of the 401(k) Plan shares by the trustee is subject to federal pension laws, which require the trustee to act as a fiduciary for 401(k) Plan participants and beneficiaries in deciding how to vote the shares. Therefore, irrespective of these voting provisions, it is possible that the trustee may decide to vote allocated shares for which it does not receive instructions (as well as unallocated shares) in a manner other than on a proportionate basis if it believes that proportionate voting would violate applicable law. The only way to ensure that the trustee votes shares allocated to you in the 401(k) Plan in accordance with your wishes is to provide instructions to the trustee in the manner set forth above.
Confidential Voting
All proxies, ballots and tabulations of shareholders will be kept confidential, except where mandated by law and other limited circumstances.
For participants in the 401(k) Plan, your instructions to the trustee on how to vote the shares allocated to you under the 401(k) Plan will be kept confidential.
Solicitation of Proxies
Your proxy is solicited on behalf of the Board of Directors. The Company will pay all of the expenses of the solicitation. In addition to the distribution of the proxy material, such solicitation may be made in person or by telephone by directors, officers and employees of the Company, who will receive no additional compensation therefor. The Company has retained D.F. King & Co. to aid in the solicitation of proxies. The Company expects the additional expense of D.F. King’s assistance to be approximately ~~$13,000.~~$12,000. The Company also will make arrangements with brokerage houses and other custodians, nominees and fiduciaries to deliver proxy materials to beneficial owners. The Company will, upon request, reimburse these institutions for their reasonable expenses in delivering proxies and proxy material to beneficial owners. A copy of the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission for its latest fiscal year is available without charge to shareholders athttp://www.edocumentview.com/SWK or upon written request to Stanley Black & Decker, Inc., 1000 Stanley Drive, New Britain, Connecticut 06053, Attention: Investor Relations.

Householding
In order to reduce printing and mailing costs and associated fees, the Company may deliver a single copy of this Proxy Statement and the Annual Report to multiple shareholders who share the same address in accordance with the Securities and Exchange Commission’s householding procedures. Shareholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, the Company will promptly deliver a copy of this Proxy Statement and the Annual Report to any shareholder at a shared address to which the Company delivered a single copy of these documents. To obtain a copy, shareholders may call the Company’s proxy solicitor, D.F. King & Co., Inc., at tel. (800) ~~735-3107,~~967-0261, write to them at 48 Wall Street, New York, New York, 10005, or write to us at Stanley Black & Decker, Inc., 1000 Stanley Drive, New Britain, Connecticut 06053, Attn: Investor Relations.
Shareholders who currently receive multiple copies of the Proxy Statement and Annual Report, or Notice Regarding the Availability of Proxy Materials, at one address and would like to request “householding” of their communications in future should contact their broker, call the Company’s proxy solicitor, D.F. King & Co., Inc., at tel. (800) ~~735-3107,~~967-0261, write to them at 48 Wall Street, New York, New York, 10005, or write to us at Stanley Black & Decker, Inc., 1000 Stanley Drive, New Britain, Connecticut 06053, Attn: Investor Relations.
Shareholder Proposals for the ~~2019~~2020 Annual Meeting
Shareholder proposals, submitted pursuant to Rule 14a-8 of the Exchange Act, intended to be presented at the Company’s ~~2019~~2020 Annual Meeting must be received by the Secretary not later than November ~~9, 2018~~7, 2019 for inclusion in the Proxy Statement and form of proxy relating to such meeting.
A shareholder who otherwise intends to present business at the Company’s ~~2019~~2020 Annual Meeting must comply with the Company’s Bylaws, which state, among other things, that to properly bring business before an annual meeting, a shareholder must give notice to the Secretary in proper written form, subject to certain exceptions, not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary of the date on which the Proxy Statement was first distributed relating to the immediately preceding Annual Meeting of Shareholders. Thus, a notice of a shareholder proposal for the ~~2019~~2020 Annual Meeting, submitted other than pursuant to Rule 14a-8, and other than with respect to director nominees through proxy access as described below, will not be timely if received by the Secretary before November ~~9, 2018~~7, 2019 or after December ~~9, 2018.~~7, 2019.

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~~Section 16(a) Beneficial Ownership Reporting Compliance~~
~~Due~~In July 2018, the Board amended the Company’s Bylaws to ~~administrative oversight, one grant~~include proxy access provisions that permit a shareholder, or group of up to 20 shareholders, owning 3% or more of the outstanding shares of the Company’s common stock ~~options~~continuously for at least three years, to nominate and ~~one grant~~include in the Company’s proxy materials director nominees constituting up to two individuals or 20% of ~~restricted stock units~~the Board (whichever is greater), provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in the Company’s Bylaws. Under these provisions, a required notice must be received at the Company’s principal executive offices, subject to ~~each~~certain exceptions, at least 120 days but no more than 150 days prior to the anniversary of ~~Joseph Voelker and Bruce H. Beatt were reported two days late during~~ the date on which the Proxy Statement was first ~~quarter of 2017. Enhanced controls and procedures~~mailed relating to the ~~Company put in place~~immediately preceding Annual Meeting. Thus, a notice with respect to ~~Section 16(a) filings during 2017 include both a quarterly review of filings and an annual reconciliation of reports filed to data provided to~~proxy access for the ~~Company by its directors and~~2020 Annual Meeting will not be timely if received at the Company’s principal executive ~~officers~~offices before October 8, 2019 or otherwise available to the Company regarding their shareholdings. Based on the information provided to the Company for this process, no other required Section 16(a) filings were filed late during 2017.after November 7, 2019.
Questions
If you have questions about this proxy solicitation or voting, please call the Company’s proxy solicitor, D.F. King & Co., Inc. at tel. (800) ~~735-3107,~~967-0261, write to them at 48 Wall Street, New York, New York, 10005, or write to us at Corporate Secretary, 1000 Stanley Drive, New Britain, Connecticut 06053.
For the Board of Directors

Janet M. Link
Secretary

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Appendix A
RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED DILUTED EARNINGS PER SHARE (EPS)
Year-to-Date 2018
GAAP Diluted EPS       Acquisition-Related Charges & Other¹       Adjusted Diluted EPS³
$3.99 $4.16 $8.15

¹ Acquisition-Related Charges & Other relates primarily to inventory step-up, integration and consulting costs, a non-cash fair value adjustment, an environmental remediation settlement, a cost reduction program, an incremental freight charge related to a service provider’s bankruptcy, and tax charges related to recently enacted U.S. tax legislation.

Year-to-Date 2017
GAAP Diluted EPS       Acquisition-Related Charges & Other²       Adjusted Diluted EPS³
$8.05 $(0.59) $7.46

² Acquisition-Related Charges & Other relates primarily to inventory step-up, integration and consulting costs, gains or losses on sales of businesses, and a net tax charge related to recently enacted U.S. tax legislation.
³ The adjusted diluted EPS for 2018 and 2017, as reconciled to GAAP diluted EPS above, is considered relevant to aid analysis of the Company’s earnings results aside from the material impact of the acquisition-related charges, non-cash fair value adjustment, gain or loss on sales of businesses, environmental remediation settlement, cost reduction program, incremental freight charge related to a service provider’s bankruptcy, and tax charges related to recently enacted U.S. tax legislation, as applicable.
Adjusted diluted EPS is a non-GAAP measure of financial performance that excludes acquisition-related and other charges as described above. The Company believes adjusted diluted EPS is relevant to aid analysis of the Company’s margin and earnings results aside from the material impact of the acquisition-related charges, non-cash fair value adjustment, gains or losses on sales of businesses, environmental remediation settlement, cost reduction program, incremental freight charges related to a service provider’s bankruptcy, and tax charges related to recently enacted U.S. tax legislation, as applicable.

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Exhibit A
~~The Stanley Black~~STANLEY BLACK & ~~Decker 2018 Omnibus Award Plan~~DECKER, INC. GLOBAL OMNIBUS
EMPLOYEE STOCK PURCHASE PLAN
~~Section 1. Purpose~~One. Purpose; Effective Date and Term
The purposes of this Stanley Black & Decker 2018 Omnibus Award Plan (the “Plan”) are to encourage selected employees, consultants, and non-employee directors of Stanley Black & Decker, Inc. (together with any successor thereto, the “Company”) or any of its Affiliates to acquire a proprietary interest in the growth and performance of the Company, to generate an increased incentive to contribute to the Company’s future success and prosperity, thus enhancing the value of the Company for the benefit of its shareholders, and to enhance the ability of the Company and its Affiliates to attract and retain exceptionally qualified individuals upon whom, in large measure, the sustained progress, growth and profitability of the Company depend.
~~Section 2. Definitions~~
~~As used in the Plan, the following terms shall have the meanings set forth below:~~
~~(a)~~ (A)
Purpose. The purpose of the Stanley Black & Decker, Inc. Global Omnibus Employee Stock Purchase Plan (the “~~Affiliate”~~Plan”) is to afford Eligible Employees an opportunity to obtain a proprietary interest in the continued growth and prosperity of Stanley Black & Decker, Inc. (the “Company”) through ownership of shares of the Company’s common stock (“Common Stock”). The Company intends for the Plan to be comprised of two components: a component with offerings that are intended to qualify as an “employee stock purchase plan” under Code Section 423 (the “Code Section 423 Component”), and a component with offerings that are not intended to qualify as an “employee stock purchase plan” under Code Section 423 (the “Non-Code Section 423 Component”). The provisions of the Code Section 423 Component shall ~~mean (i) any entity that, directly or through~~be construed so as to extend and limit participation in a uniform and non-discriminatory basis consistent with the requirements of Code Section 423. A right to purchase shares of Common Stock under the Non-Code Section 423 Component shall be effectuated via separate offerings under one or more ~~intermediaries, is controlled~~sub-plans of the Non-Code Section 423 Component of the Plan for Employees of Participating Non-423 Subsidiaries in countries outside of the United States in order to achieve tax, employment, securities law or other purposes and objectives, and to conform the terms of the sub-plans with the laws and requirements of such countries. Except as otherwise provided herein or in the applicable sub-plan, the Non-Code Section 423 Component of the Plan shall be operated and administered in the same manner as the Code Section 423 Component.
(B)
Effective Date and Term. The Plan shall become effective on the date the Company’s shareholders approve the Plan, and shall continue in effect until the date on which all of the shares of Common Stock authorized for issuance under the Plan have been issued; provided, no shares of Common Stock authorized for issuance under the Plan pursuant to Subsection SEVEN(A) shall be issued prior to January 1, 2020.
Two. Definitions
As used herein, unless the context otherwise requires, the following terms shall be defined as follows:
(A) “Board” means the Company’s Board of Directors.
(B)
“Change in Control” means“Change in Control” as defined in the Stanley Black & Decker, Inc. 2018 Omnibus Award Plan, as amended from time to time, and any successor plan that may be adopted by the Company and ~~(ii) any entity in which the Company has a significant equity interest, as determined~~approved by the ~~Committee.~~Company’s shareholders.

~~(b)~~
~~“Award” shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent, or Other Stock-Based Award granted under the Plan.~~

~~(c)~~ (C)
“~~Award Agreement” shall mean any written agreement, contract, or other instrument or document evidencing any Award granted under~~Code” means the ~~Plan. An Award Agreement may be in an electronic medium.~~
~~(d)~~
~~“Board of Directors” or “Board” shall mean the Board of Directors of the Company.~~
~~(e)~~
~~“Code” shall mean the~~United States Internal Revenue Code of 1986, as amended, ~~from time to time.~~and any applicable regulations promulgated thereunder.

~~(f)~~ (D)
“~~Committee” shall mean the Compensation and Talent Development Committee of the Board.~~
~~(g)~~
~~“Dividend Equivalent” shall mean any right granted under~~Code Section ~~6(e) of the Plan.~~
423 Component~~(h)~~
~~“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.~~
~~(i)~~
“Fair Market Value” shall mean (i) with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee and (ii) with respect to Shares, the average of the high and the low price of a Share as quoted on the New York Stock Exchange Composite Tape on the date as of which fair market value is to be determined (or if not then trading on the New York Stock Exchange, on the securities exchange or over-the-counter market on which the Shares are principally trading on such date) or, if there is no trading of Shares on such date, the average of the high and the low price on the next preceding date on which there was such trading. In the event that there is no public market for Shares on the date as of which fair market value is to be determined, the fair market value of Shares shall be as determined in good faith by the Committee.
~~(j)~~
“Immediate family members” of a Participant shall mean the Participant’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece,nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the employee’s household (other than a tenant or employee), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the employee) control the management of assets, and any other entity in which these persons (or the employee) own more than fifty percent of the voting interests.
~~(k)~~
~~“Incentive Stock Option” shall mean an option granted~~” means those offerings under ~~Section 6(a) of~~ the Plan that isare intended to meet the requirements of Code Section ~~422~~423(b).
(E)
“Committee” means the Finance and Pension Committee of the Board, or such other committee of the Board as the Board may designate.
(F)
“Company” means Stanley Black & Decker, Inc., a corporation incorporated in the State of Connecticut, and any present or future parent corporation of the Company (as defined in Code Section 424(e)).
(G)
“Common Stock” means the common stock of the Company, par value $2.50 per share.
(H)
“Compensation” means, with respect to any Participant and with respect to each Payroll Deduction Period, the base salary or regular hourly wages (including, for the sake of clarity, any 13^thmonth/14^thmonth payments or similar amounts as determined under local laws for Participants employed outside of the United States), excluding any incentive cash compensation (such as bonuses) and equity compensation incentive payments. The Committee may, in its sole discretion, on a uniform and nondiscriminatory basis, establish a different definition of Compensation for any subsequent Payroll Deduction Period, consistent with the requirements of Code Section 423 for offerings under the Code Section 423 Component of the Plan. In addition, the Committee may establish a different definition of Compensation for any subsequent Payroll Deduction Period for offerings under the Non-Code Section 423 Component of the Plan, and shall have the authority to interpret which components of remuneration constitute Compensation for Participants employed outside of the United States.

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(I)
“Eligible Employee” means any person who is an Employee of the Company, a Participating 423 Subsidiary or a Participating Non-423 Subsidiary, excluding any person:
(1)
who, immediately after any rights under the Plan are granted, owns (directly or through attribution) shares of Common Stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock or other stock of the Company, a future parent corporation, or a Subsidiary (as determined under Code Section 423(b)(3)); or
(2)
who has not satisfied a service requirement of at least ninety (90) days or such other period designated by the Committee pursuant to Code Section 423(b)(4)(A) (which service requirement may not exceed two (2) years).
For purposes of the foregoing, the rules of Code Section 424(d) with regard to the attribution of stock ownership shall apply in determining the stock ownership of a person, and shares of Common Stock, which an Employee may purchase or otherwise acquire under outstanding options or other forms of equity compensation awards granted by the Company, shall be treated as shares of Common Stock owned by the Employee. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the person is on sick leave or other leave of absence approved by the Committee and meeting the requirements of Treasury Regulation Section 1.421-7(h)(2). In the case of a rehired Employee, the Committee may, in its sole discretion, recognize prior service for purposes of such Employee’s satisfaction of any service period requirement so long as the Committee’s actions are applied in a uniform and non-discriminatory basis consistent with the requirements of Code Section 423.
(J)
“Employee” means (1) any person who is regularly and actively employed by the Company or a Participating 423 Subsidiary for purposes of the Code Section 423 Component of the Plan and who receives from it regular compensation, other than pension, retirement allowance, retainer, or fee under contract, or (2) any person who is treated as an employee of a Participating Non-423 Subsidiary offering participation in the Non-Code Section 423 Component of the Plan as determined under local laws, rules and regulations and specified in the applicable sub-plan. For purposes of the Plan, a Participant shall cease to be an Employee either upon an actual termination of employment or upon the entity employing the employee ceasing to be a Participating 423 Subsidiary or a Participating Non-423 Subsidiary. For purposes of the Plan, a person shall not cease to be an Employee while such person is on any military leave, sick leave, statutory leave (as determined under local law) or other bona fide leave of absence approved by the Committee. The Committee shall determine in good faith and in the exercise of its discretion whether a person has become or has ceased to be an Employee and the effective date of such person’s employment or termination of employment, as the case may be. For purposes of a person’s participation in or other rights, if any, under the Plan as of the time of the Committee’s determination, all such determinations by the Committee shall be final, binding and conclusive, notwithstanding that the Committee or any governmental agency subsequently makes a contrary determination.
(K)
“Enrollment Agreement” means an agreement in such written or electronic form as specified by the Committee, stating an Eligible Employee’s election to participate in the Plan and authorizing payroll deductions or such other form of contribution as may be permitted under the Plan (or any sub-plan of the Plan established pursuant to Subsection NINE (D) below).
(L)
“Enrollment Period” means the period in which Eligible Employees are permitted to enroll in an Offering, as specified by the Committee.
(M)
“Fair Market Value” means, unless otherwise required by any applicable provision of the Code or any ~~successor provision thereto. Incentive Stock Options may be granted only to Participants who meet~~regulations issued thereunder, as of any date and except as provided below, the ~~definition of “employees” under Section 3401(c)~~arithmetic mean of the ~~Code.~~
~~(l)~~
~~“Non-Employee Director” shall mean any non-employee director~~high and low trading prices for a share of Common Stock as reported for the ~~Company or of any Affiliate.~~
~~(m)~~NYSE Composite Transactions.
~~“Non-Qualified Stock Option” shall mean an option granted under Section 6(a) of the Plan that is not intended to be an Incentive Stock Option.~~

~~(n)~~
~~“Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option, as applicable.~~

~~(o)~~ (N)
“~~Other Stock-Based Award” shall mean any right granted~~Non-Code Section 423 Component” means those offerings under the Plan that are not intended to meet the requirements of Code Section ~~6(f) of the Plan.~~423(b).

~~(p)~~ (O)
“~~Participant” shall mean~~NYSE” means the New York Stock Exchange.
(P)
Offering Date” means the first Trading Day of each Offering Period, as determined by the Committee.
(Q)
Offering Period” means a period of less than twenty-seven (27) months for which the Plan has been declared to be effective for offering and selling unissued or reacquired shares of Common Stock to Participants, as established by the Committee.
(R)
“Participant” means an Eligible Employee who elects to participate in the Plan.

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(S)
“Participating Non-423 Subsidiary” means any ~~employee of, or consultant to, the Company or any Affiliate who is~~Subsidiary designated by the Committee, ~~to be granted an Award under~~in its sole and absolute discretion, as a company that may offer participation in the Non-Code Section 423 Component of the Plan to its Eligible Employees pursuant to Section NINE. The Committee shall have the sole and ~~any Non-Employee Director~~absolute discretion to determine from time to time when and if a Subsidiary shall be classified as a Participating Non-423 Subsidiary.Each Participating Non-423 Subsidiary shall be listed inExhibit A of the ~~Company who is designated by the Corporate Governance Committee to be granted an Award under the~~ Plan.
~~(q)~~
~~“Performance Award” shall mean any Award granted under Section 6(d) of the Plan.~~
~~(r)~~
~~“Person” shall mean any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, or government or political subdivision thereof.~~
~~(s)~~
~~“Prior Plans” shall mean the 2001 Plan, the 2009 Plan, and the 2013 Plan, collectively.~~
~~(t)~~
~~“Released Securities” shall mean securities that were Restricted Securities with respect to which all applicable restrictions have expired, lapsed, or been waived.~~
~~(u)~~
~~“Restricted Securities” shall mean securities covered by Awards of Restricted Stock or other Awards under which issued and outstanding Shares are held subject to certain restrictions.~~
~~(v)~~
~~“Restricted Stock” shall mean any Share granted under Section 6(c) of the Plan.~~
~~(w)~~
~~“Restricted Stock Unit” shall mean any unit granted under Section 6(c) of the Plan.~~
~~(x)~~
“Shares” shall mean shares of the common stock of the Company,par value $2.50 per share, and such other securities or property as may become the subject of Awards, or become subject to Awards, pursuant to an adjustment made under Section 4(b) of the Plan.
~~(y)~~
~~“Stock Appreciation Right” shall mean any right granted under Section 6(b) of the Plan.~~
~~(z)~~
~~“2001 Plan” shall mean the Company’s 2001 Long-Term Incentive Plan.~~
~~(aa)~~
~~“2009 Plan” shall mean the Company’s 2009 Long-Term Incentive Plan.~~
~~(bb)~~
~~“2013 Plan” shall mean the Company’s 2013 Long-Term Incentive Plan.~~
~~Section 3. Administration~~
Except as otherwise provided herein, the Plan shall be administered by the Committee. Subject to the terms of the Plan and applicable law, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards, or other property, or cancelled, forfeited, or suspended, and the method or methods by which Awards may be settled, exercised, cancelled, forfeited, or suspended; (vi) determine in accordance with the requirements of Section 409A of the Code whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (viii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it deems appropriate for the proper administration of the Plan; and (ix) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time, and shall be final, conclusive, and binding upon all Persons, including the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, any shareholder, and any employee of the Company or of any Affiliate. All elective deferrals permitted pursuant to this Section 3 shall be accomplished by the delivery of a written, irrevocable election by the Participant on a form provided by the Company. All deferrals shall be made in accordance with administrative guidelines established by the Committee to ensure that such deferrals comply with all applicable requirements of Section 409A of the Code. The Committee may credit interest, at such rates to be determined by the Committee, on cash payments that are deferred and credit dividends or dividend equivalents on deferred payments denominated in the form of Shares.

       Notwithstanding the foregoing, unless otherwise determined by the Board, the Corporate Governance Committee of the Board shall be responsible for recommending to the Board grants of Awards to Non-Employee Directors (including any Award Agreements applicable to such Awards).
~~Section 4. Shares Available for Awards~~
~~(a)~~
~~Shares Available~~~~. Subject, in each case, to adjustment as provided in Section 4(b):~~
~~(i)~~
~~Calculation of Number of Shares Available~~. The aggregate number of Shares authorized to be issued in connection with the granting of Awards under the Plan shall not exceed 16,750,000, plus any Shares that become available for Awards in accordance with Section 4(a)(ii) of the Plan. Notwithstanding the foregoing, (A) no more than 1,000,000 Shares shall be cumulatively available for delivery pursuant to the exercise of Incentive Stock Options, (B) the maximum number of Shares with respect to which Options and Stock Appreciation Rights may be granted to any single Participant in any single fiscal year shall not exceed 4,000,000 Shares, and (C) notwithstanding any plan or program of the Company to the contrary, the maximum amount of compensation that may be paid to any single Non-Employee Director in any single fiscal year (including Awards under the Plan, determined based on the fair market value of such Award as of the grant date, as well as retainer fees) shall not exceed $750,000. In the case of any Awards granted under the Plan, (x) each Share with respect to which an Option or stock-settled Stock Appreciation Right is granted under the Plan shall reduce the aggregate number of Shares that may be delivered under the Plan by one Share and (y) each share with respect to which any other Award denominated in Shares is granted under the Plan shall reduce the aggregate number of Shares that may be delivered under the Plan by 4.0 Shares.

~~(ii)~~(T)
~~Following~~“Participating 423 Subsidiary” means any Subsidiary designated by the ~~date on which~~Committee, in its sole and absolute discretion, as a company that may offer participation in the ~~shareholders approve~~Code Section 423 Component of the Plan~~no further awards~~ to its Eligible Employees. The Committee shall have the sole and absolute discretion to determine from time to time when and if a Subsidiary shall be ~~granted~~classified as a Participating 423 Subsidiary. Each Participating Non-423 Subsidiary shall be listed inExhibit A of the Plan.
(U)
“Payroll Deduction Period” means the period within each Offering Period during which payroll deductions are withheld from a Participant’s Compensation for the purchase of shares of Common Stock under ~~any Prior Plans, except that, if Shares covered by an Award granted~~the Plan.
(V)
“Plan” means the Stanley Black & Decker, Inc. Global Omnibus Employee Stock Purchase Plan, which includes both the Code Section 423 Component and the Non-Code Section 423 Component, as amended from time to time.
(W)
“Plan Account” means the brokerage account established for the purpose of holding the shares of Common Stock purchased under the Plan for the Participant with the transfer agent or by an award granted under the 2013 Plan, the 2009 Plan or the 2001 Plan, or to which such an Award or award relates, are forfeited or cancelled, or if an Award or award otherwise terminates without the delivery of Shares, then the Shares covered by such Award or award, or to which such Award or award relates, or the number of Shares otherwise counted against the aggregate number of Shares available under the Plan with respect to such Award or award, to the extent of any such forfeiture, cancellation or termination, shall again be, or shall become available for, granting Awards under the Plan. For the avoidance of doubt, any Shares which (1) are tendered to or withheldthird-party vendor hired by the Company to ~~satisfy payment of applicable tax withholding requirements in connection~~assist with the vesting or delivery of an Award, (2) are withheld by the Company upon exercise of an Option pursuant to a “net exercise” arrangement, or (3) underlie a Stock Appreciation Right that is settled in Shares, shall not again be made available for Awards under the Plan. Further, Shares that are purchased by the Company in the open market pursuant to any repurchase plan or program, whether using Option proceeds or otherwise, shall not be made available for grants of Awards under the Plan.
~~(iii)~~
~~Accounting for Awards~~~~. For purposes of this Section 4,~~
~~(A)~~
if an Award (other than a Dividend Equivalent) is denominated or settled in Shares, the number of Shares covered by such Award, or to which such Award relates, shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Plan; for the avoidance of doubt, any Award that by its terms is to be settled solely in cash shall not be counted against the aggregate number of Shares available for granting Awards under the Plan,day-to-day operation and
~~(B)~~
Dividend Equivalents shall be counted against the aggregate number of Shares available for granting Awards under the Plan, if at all, only in such amount and at such time as the Committee shall determine under procedures adopted by the Committee consistent with the purposes administration of the Plan; provided, however, that Awards that operate in tandem with (whether granted simultaneously with or at a different time from), or that are substituted for, other Awards or awards granted under the 2013 Plan, the 2009 Plan or the 2001 Plan may be counted or not counted under procedures adopted by the Committee in order to avoid double counting. Any Shares that are delivered by the Company, and any Awards that are granted by, or become obligations of, the Company through the assumption by the Company or an Affiliate of, or in substitution for, outstanding awards previously granted by an acquired company, shall not be counted against the Shares available for granting Awards under the Plan.
~~(iv)~~
~~Sources of Shares Deliverable Under Awards.~~~~Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares, treasury Shares or any other Shares.~~

~~(b)~~
~~Adjustments~~. In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation split-up, spin-off, combination repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or property) which thereafter may be made the subject of Awards, (ii) the number and type of Shares (or other securities or property) subject to outstanding Awards, (iii) the number and type of Shares (or other securities or property) specified as the annual per-participant limitation under Section 4(a), and (iv) the grant, purchase, or exercise price with respect to any Award, or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; provided, however, in each case, that with respect to Awards of Incentive Stock Options no such adjustment shall be authorized to the extent that such authority would cause the Plan to violate Section 422(b)(1) of the Code or any successor provision thereto; and provided further, however,that the number of Shares subject to any Award denominated in Shares shall always be a whole number.

~~Section 5. Eligibility~~
~~Any employee of (including any officer of), or consultant to, the Company or of any Affiliate and any Non-Employee Director of the Company shall be eligible to be designated a Participant.~~
~~Section 6. Awards~~
~~(a)~~ (X)
~~Options~~“.Plan Administrator” means, subject to the rules and interpretive determinations promulgated by the Committee, (1) the Vice President, Corporate Tax and Treasurer, the Senior Vice President, Chief Human Resources Officer or the Vice President, Treasury, or the successors thereto (each acting individually), or (2) such other officer(s) or employee(s) of the Company to whom the Committee has delegated the authority to administer the Plan. The Plan Administrator also shall include any third-party vendor hired by the Committee ~~is hereby authorized~~ to ~~grant Options to Participants~~assist with the ~~following terms~~day-to-day operation and ~~conditions and with such additional terms and conditions, in either case not inconsistent with the provisions~~administration of the ~~Plan, as the Committee may determine:~~Plan.

(Y)
“Prior Plan” means the Stanley Black & Decker Employee Stock Purchase Plan.
(Z) ~~(i)~~“Purchase Date” means the last Trading Day of each Purchase Period.
(AA)
~~Exercise Price~~“~~. The purchase price per Share purchasable under an Option shall be~~Purchase Period” means each calendar month, or such other frequency as determined by the ~~Committee;~~Committee, within a Payroll Deduction Period.
(BB)
“Purchase Price” means, for each Offering Period, the price at which a share of Common Stock may be purchased under the Plan, as established from time to time by the Committee. Unless otherwise established by the Committee, the “Purchase Price” means the lower of (i) 85% of the Fair Market Value of a share of Common Stock on the Offering Date, or (ii) 85% of the Fair Market Value of a share of Common Stock on the Purchase Date, as adjusted from time to time in accordance with Section TEN and provided ~~however,~~ that ~~such purchase price~~the Purchase Price shall not be less than the ~~Fair Market Value~~par value of a ~~Share on~~share of Common Stock.
(CC)
“Purchase Right” means an option granted to a Participant pursuant to the ~~date~~Plan to purchase shares of ~~grant~~Common Stock as provided in Section FIVE, which the Participant may or may not exercise during the Offering Period.
(DD)
“Required Holding Period” means, with respect to each share of ~~such Option (or, if~~Common Stock acquired under the Plan and unless otherwise determined by the Committee, ~~so determines, in~~12 months immediately following the ~~case of any Option retroactively granted in tandem with~~applicable Purchase Date.
(EE)
“Subsidiary” means a present or ~~in substitution for another Award or any outstanding award granted under any other plan~~future subsidiary corporation of the Company onwithin the ~~date~~meaning of ~~grant of such other Award or award)~~Code Section 424(f).

~~(ii)~~
~~Option Term~~~~. The term of each Option shall be fixed by the Committee; provided, however, that in no event shall the term of any Option exceed a period of ten years from the date of its grant.~~
(FF)
~~(iii)~~“
~~Time and Method of Exercise~~Trading Day~~. The Committee shall determine~~” means a day on which the time or times at which an Option may be exercised in whole or in part, and the method or methods by which, and the form or forms, including cash, Shares, other Awards, or other property, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price, in which, payment of the exercise price with respect thereto may be made or deemed to have been made. Without limiting the generality of the foregoing, and unless otherwise set forth in the Participant’s Award Agreement, such payment may be made: (A) in cash, or its equivalent, (B) subject to such rules as may be established by the Committee and subject to applicable law, (i) by exchanging Shares owned by the Participant (which are not the subject of any pledge or other security interest and which have been owned by such ParticipantNYSE is open for at least six months), or (ii) through delivery of irrevocable instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the aggregate exercise price, (C) subject to any conditions or limitations established by the Committee, the Company’s withholding of Shares otherwise issuable upon exercise of an Option pursuant to a “net exercise” arrangement (it being understood that, solely for purposes of determining the number of treasury shares held by the Company, the Shares so withheld will not be treated as issued and acquired by the Company upon such exercise), (D) by a combination of the foregoing, or (E) by such other methods as may be approved by the Committee,~~provided~~ that the combined value of all cash and cash equivalents and the fair market value of any such Shares so tendered to the Company or withheld as of the date of such tender or withholding is at least equal to such aggregate exercise price.

~~(iv)~~
~~Incentive Stock Options~~. All Options when granted under the Plan are intended to be Non-Qualified Stock Options, unless the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option. The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code,or any successor provision thereto, and any regulations promulgated thereunder. If any Participant shall make any disposition of Shares delivered pursuant to the exercise of an Incentive Stock Option under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions) or any successor provision of the Code, such Participant shall notify the Company of such disposition within ten days thereof.trading.

Three. Eligibility; Enrollment and Participation
~~(v)~~(A)
~~Transferability~~Eligibility. An ~~Option~~Employee may elect to participate in the Plan as of the first Offering Period on which such person becomes an Eligible Employee by complying with the enrollment procedures set forth in Subsection THREE (B) below.
(B)
Enrollment and Participation. An Eligible Employee shall enroll in the Plan and become a Participant in an Offering Period by submitting a properly completed Enrollment Agreement to the Plan Administrator during the Enrollment Period. The Committee shall establish enrollment procedures for the submission of such Enrollment Agreements to the Plan Administrator using written and/or electronic election forms and shall communicate such

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procedures to all Eligible Employees. An Eligible Employee who does not timely submit a properly completed Enrollment Agreement to the Plan Administrator during the Enrollment Period for an Offering Period shall not participate in the Plan for that Offering Period but shall be eligible to elect to participate in the Plan for any subsequent Offering Period by timely submitting a properly completed Enrollment Agreement to the Plan Administrator during the Enrollment Period for any future Offering Period. A Participant may deliver to the Plan Administrator a new Enrollment Agreement for each subsequent Offering Period in accordance with the procedures established herein.
(C)
No Rights to Employment. Nothing in the Plan or any instrument executed pursuant hereto shall confer upon any Employee any right to continue in the employ of the Company, a Participating 423 Subsidiary or a Participating Non-423 Subsidiary, nor shall anything in the Plan affect the right of the Company, a Participating 423 Subsidiary or a Participating Non-423 Subsidiary to terminate the employment of any Employee, with or without cause.
Four. Participant Contributions Via Payroll Deductions
(A)
Payroll Deductions. Except as provided in Subsection FOUR (F) below, shares of Common Stock acquired under the Plan may be paid for only by means of payroll deductions from a Participant’s Compensation accumulated during the Offering Period for which such Purchase Right was granted. Payroll deductions shall commence on the first pay day of each Payroll Deduction Period and shall continue to be deducted each pay day through the end of the Payroll Deduction Period, unless as otherwise determined herein.
(B)
Amount of Participant Contributions. An Eligible Employee who elects to enroll in the Plan as a Participant shall designate in the Enrollment Agreement a fixed dollar amount of his or her Compensation (in whole dollars only) to be deducted each pay period during each Payroll Deduction Period and paid into the Plan for his or her account. The minimum amount of a Participant’s contributions for each pay period shall be One Dollar ($1.00). The maximum amount of a Participant’s contributions for each Offering Period shall be 15% of the Participant’s Compensation (subject to such further limitation so as to comply with the provisions of Subsections FIVE (C) and FIVE (D) below). Notwithstanding the foregoing, the Committee may change the contribution limits for any future Offering Period and may, for the sake of clarity, establish the contribution limits as a percentage of a Participant’s Compensation (rather than as a fixed dollar amount).
(C)
No Interest on Participant Contributions. Except as may be otherwise determined by the Committee or required pursuant to applicable law, interest shall not be paid on a Participant’s contributions to the Plan for the purchase of shares of Common Stock.
(D)
Changes to Participant Contributions. Except as may be otherwise determined by the Committee, a Participant may elect to change the amount of payroll deductions during an Offering Period by submitting an amended Enrollment Agreement authorizing such change to the Plan Administrator in accordance with such procedures established by the Committee, and such change shall become effective as soon as reasonably practicable following the Plan Administrator’s receipt of such amended Enrollment Agreement. A Participant who elects to decrease the rate of his or her payroll deductions to zero dollars shall remain a Participant in the Plan for the Offering Period.
(E)
Suspension of Participant Contributions. The Company may, in its sole discretion, suspend a Participant’s payroll deductions under the Plan as the Company deems advisable in order to comply with the various limitations provided in the Plan. If the Company suspends a Participant’s payroll deductions under this provision, the Participant may re-enroll in the Plan and participate in future Offering Periods by satisfying the requirements of Section THREE.
(F)
Prohibition on Payroll Deductions. The payroll deduction provisions hereunder shall not apply to Participants employed in countries outside of the United States where payroll deductions are prohibited under local law. Such Participants shall be permitted to make contributions to the Plan for the purchase of shares of Common Stock through such other form(s) of contribution as may be designated by the Committee and permitted under local law, and which are specified under an applicable sub-plan of the Plan.
(G)
Bookkeeping Accounts for Participant Contributions. Individual bookkeeping accounts shall be maintained for each Participant to reflect the payroll deductions or other contributions to the Plan for the purchase of shares of Common Stock by such Participant. All payroll deductions or other amounts contributed to the Plan shall be deposited with the general funds of the Company or an applicable Participating 423 Subsidiary/Participating Non-423 Subsidiary, and may be used by the Company or an applicable Participating 423 Subsidiary/Participating

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Non-423 Subsidiary for any corporate purpose. Notwithstanding the foregoing, to the extent required under local law, the payroll deductions or other contributions to the Plan for the purchase of shares of Common Stock by Participants outside the United States shall be held in a segregated account and shall not be commingled with the general funds of the Company or an applicable Participating 423 Subsidiary/Participating Non-423 Subsidiary. Until shares of Common Stock are issued, Participants only shall have the rights of an unsecured creditor, although Participants in specified Offerings may have additional rights where required under local law, as determined by the Plan Administrator.
Five. Grant of Purchase Rights
(A)
General. On each Offering Date, the Company shall grant to each Participant a Purchase Right under the Plan to purchase shares of Common Stock. Each Purchase Right shall be treated as an option for purposes of Code Section 423.
(B)
Term of Purchase Right. Each Purchase Right shall have a term equal to the length of the Offering Period to which the Purchase Right relates.
(C)
Number of Shares of Common Stock Subject to a Purchase Right. On the Offering Date of each Offering Period, each Participant shall be granted a Purchase Right to purchase for such Offering Period (at the applicable Purchase Price) up to a maximum number of shares of Common Stock determined by dividing such Participant’s payroll deductions or contributions accumulated for such Offering Period by the Fair Market Value of a share of Common Stock on the Offering Date;provided,however, that in no event will a Participant be permitted to purchase more than Twenty-Five Thousand U.S. Dollars ($25,000) worth of shares of Common Stock, subject to adjustment pursuant to Section TEN, for each calendar year during which such Purchase Right is outstanding and provided further that in no event will a Participant be permitted to purchase more than 5,000 shares of Common Stock during any individual Offering Period (or such other number of shares of Common Stock as determined by the Committee). The purchase of shares of Common Stock pursuant to the Purchase Right shall occur as provided in Section SIX, unless the Participant has withdrawn pursuant to Section EIGHT. Each Purchase Right shall expire on the last day of the Offering Period. In connection with each Offering Period made under the Plan, the Committee may specify a maximum aggregate number of shares of Common Stock that may be purchased by all Participants pursuant to such Offering Period. If the aggregate purchase of shares of Common Stock issuable upon exercise of Purchase Rights granted under the Offering Period would exceed any such maximum aggregate number, then, in the absence of any Committee action otherwise, a pro rata (based on each Participant’s accumulated payroll deductions for such Offering Period) allocation of the shares of Common Stock available will be made in as nearly a uniform manner as will be practicable and equitable.
(D)
Limitation under Code Section 423(b)(8). Notwithstanding any provision in this Plan to the contrary, no Participant shall be granted a Purchase Right under the Code Section 423 Component of the Plan to the extent that it permits his or her right to purchase shares of Common Stock under the Plan to accrue at a rate which, when aggregated with such Participant’s rights to purchase shares under all other employee stock purchase plans of a Participating 423 Subsidiary intended to meet the requirements of Code Section 423, exceeds Twenty-Five Thousand U.S. Dollars ($25,000) in Fair Market Value of Common Stock (or such other limit, if any, as may be imposed by the Code) for each calendar year in which such Purchase Right is outstanding at any time. Any payroll deductions in excess of the amount specified in the foregoing sentence shall be returned to the Participant as soon as administratively practicable following the next Offering Date.
(E)
No Assignment. A Purchase Right granted under the Plan shall not be transferable ~~other~~otherwise than by will or the laws of descent and distribution ~~or pursuant to a domestic relations order, as defined in the Code,~~ and ~~during the Participant’s lifetime,~~ shall be exercisable during the lifetime of the Participant only by the Participant. The Company shall not recognize and shall be under no duty to recognize any assignment or purported assignment by a Participant ~~except that~~of a Purchase Right or any rights granted under the ~~Committee may:~~Plan.
��
~~(A)~~Six. Purchase of Shares of Common Stock
~~permit exercise, during the Participant’s lifetime, by the Participant’s guardian or legal representative; and~~
~~(B)~~(A)
~~permit transfer, upon~~Exercise of Purchase Right. The Purchase Right for each Participant automatically shall be exercised on each Purchase Date and such Participant automatically shall acquire the number of whole and fractional shares of Common Stock determined by dividing (i) the total amount of the Participant’s ~~death,~~payroll deductions accumulated in his or her Plan account during the Purchase Period, by (ii) the Purchase Price, to ~~beneficiaries designated~~the extent the issuance of Common Stock to such Participant upon such exercise is lawful. However, in no event shall the number of shares of Common Stock purchased by the Participant during all Purchase Periods within an Offering Period

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exceed the number of shares of Common Stock subject to the Participant’s Purchase Right, as determined under Subsection FIVE (C) above. Any cash balance remaining in a ~~manner authorized by~~Participant’s Plan account following any Purchase Date shall be refunded, without interest, to the Participant as soon as reasonably practicable after such Purchase Period ends. Notwithstanding the foregoing, the Committee ~~provided that~~may establish alternative means for treating amounts remaining in Participant Accounts following any Purchase Date to the ~~Committee determines that such exercise and such transfer are consonant~~extent consistent with ~~requirements for exemption from Section 16(b) of~~applicable law.
(B) Oversubscription. In the ~~Exchange Act and,~~event, with respect to ~~an Incentive~~any Offering hereunder, that the number of whole and fractional shares of Common Stock ~~Option,~~that might be purchased by all Participants in the ~~requirements~~Plan on a Purchase Date exceeds the number of ~~Section 422(b)(5)~~shares of Common Stock available for issuance under the Plan, the Company shall make a pro rata allocation of the ~~Code;~~remaining shares in as uniform a manner as shall be reasonably practicable and
as the Company shall determine to be equitable.
~~(C)~~
grant Non-Qualified Stock Options that are transferable, or amend outstanding Non-Qualified Stock Options to make them so transferable, without payment of consideration, to Immediate Family of the Participant.

~~(b)~~
(C)
Delivery of Common Stock ~~Appreciation Rights~~. ~~The Committee is hereby authorized to grant~~As soon as reasonably practicable after each Purchase Date, the Company shall arrange for the delivery of the full and fractional shares of Common Stock ~~Appreciation Rights to Participants. Subject~~acquired by the Participant on such Purchase Date to the ~~terms~~Participant’s Plan Account. Shares of ~~the Plan and any applicable Award Agreement,~~Common Stock to be delivered to a ~~Stock Appreciation Right granted~~Participant under the Plan shall confer on the holder thereof a right to receive in cash or Shares, at the Company’s sole discretion, upon exercise thereof, the excess of (i) the Fair Market Value of one Share on the date of exercise over (ii) the grant price of the right as specified by the Committee, which shall not be less than the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right (or, if the Committee so determines, in the case of any Stock Appreciation Right retroactively granted in tandem with or in substitution for another Award or any outstanding award granted under any other plan of the Company, on the date of grant of such other Award or award). Subject to the terms of the Plan and any applicable Award Agreement, the grant price, term, methods of exercise, methods of settlement, and any other terms and conditions of any Stock Appreciation Right shall be as determined by the Committee; provided that no Stock Appreciation Right shall be exercisable more than ten years from the date of grant. The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it may deem appropriate.
~~(c)~~
~~Restricted Stock and Restricted Stock Units.~~
~~(i)~~
~~Issuance~~~~. The Committee is hereby authorized to grant Awards of Restricted Stock and Restricted Stock Units to Participants.~~
~~(ii)~~
~~Restrictions~~. Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee may impose (including any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right or property), which restrictions, subject to Section 6(e), may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate.
~~(iii)~~
~~Registration~~. Any Restricted Stock granted under the Plan may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of Shares of Restricted Stock granted under the Plan, such certificate shall be registered and/or recorded in the name of the ~~Participant and shall bear an appropriate legend referring~~Participant.
(D) Dividends; Dividend Reinvestment. Any dividends paid on the shares of Common Stock acquired under the Plan (and credited to the ~~terms, conditions,~~Participant’s Plan Account by the Plan Administrator with an effective date on or before the applicable ex-dividend date) shall be credited to the Participant’s Plan Account. Further, except as otherwise prohibited under applicable law, each Participant shall have the option to participate in the Company’s Dividend Reinvestment Program with respect to the shares of Common Stock purchased under the Plan and ~~restrictions applicable~~to have all dividends paid with respect to the full and fractional shares of Common Stock in a Participant’s Plan Account applied to the purchase of full or fractional shares of Common Stock on the NYSE. Shares of Common Stock so purchased shall be added to the shares of Common Stock held for the Participant in his or her Plan Account. Participants who have elected to participate in the Dividend Reinvestment Program may be charged a quarterly fee as determined by the Committee from time to time.
(E) Tax Withholding. At the time a Participant’s Purchase Right is exercised, in whole or in part, or at the time a Participant disposes of some or all of the shares of Common Stock he or she acquires under the Plan, the Participant shall make adequate provision for the federal, state, local and non-U.S. tax withholding obligations of the Company, a Participating 423 Subsidiary or a Participating Non-423 Subsidiary that arise upon exercise of the Purchase Right or upon such disposition of shares, if any, in accordance with such procedures and withholding methods as may be established by the Company. The Company, a Participating 423 Subsidiary or a Participating Non-423 Subsidiary may, but shall not be obligated to, withhold from any compensation or other amounts payable to the Participant the amount necessary to meet such withholding obligations.
(F) Expiration of Purchase Right. Any portion of a Participant’s Purchase Right remaining unexercised at the end of the Offering Period to which the Purchase Right relates shall expire immediately upon the end of such Offering Period.
(G) Reports to Participants. Each Participant who has exercised all or part of his or her Purchase Right shall receive, as soon as reasonably practicable after the Purchase Date, a report of such Participant’s Plan account setting forth the total payroll deductions accumulated prior to such ~~Restricted Stock.~~exercise, the number of shares of Common Stock purchased, the Purchase Price for such shares of Common Stock, the date of purchase and the cash balance, if any, remaining immediately after such purchase that is to be refunded to the Participant. The report may be delivered in such form and by such means, including by electronic transmission, as the Company may determine.
~~(iv)~~(H)
~~Forfeiture~~Required Holding Period. Except as may be otherwise determined by the Committee, a Participant may not sell or otherwise dispose of any shares of Common Stock acquired under the Plan unless and until the Required Holding Period for such shares has been satisfied. Further, except as may be otherwise determined by the Committee, a Participant in the Code Section 423 Component may not transfer any shares of Common Stock acquired under the Plan from the Participant’s Plan Account unless and until the period provided under Code Section 423(a)(1) for such shares has been satisfied. Notwithstanding the foregoing, (1) upon a Participant’s death, disability, retirement or involuntary termination of employment ~~or service (as determined under criteria established~~without cause, the Required Holding Period shall lapse and shall not apply to any shares of Common Stock acquired by the ~~Committee)~~Participant under the Plan, and (2) upon the approval of a Participant’s request for ~~any reason during~~a hardship withdrawal, as such term “hardship” is defined under the ~~applicable restriction period, all Shares~~Stanley Black & Decker Retirement Account Plan, the Required Holding Period shall lapse for such number of ~~Restricted~~shares of Common Stock ~~and all Restricted Stock Units that are,~~acquired by the Participant under the Plan as may be necessary to satisfy such hardship, as determined by the Committee in ~~either case, still~~its sole discretion.

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(I)
Clawback/Recoupment Policy. Notwithstanding anything contained herein to the contrary, all shares of Common Stock acquired pursuant to the Plan shall be and remain subject to ~~restriction, shall~~any incentive compensation clawback or recoupment policy of the Company currently in effect or as may be ~~forfeited and reacquired~~adopted by the ~~Company. Unrestricted Shares, evidenced~~Company and, in each case, as may be amended from time to time. No such ~~manner as~~policy adoption or amendment shall in any event require the ~~Committee shall deem appropriate, shall be delivered to the holder~~prior consent of ~~Restricted Stock promptly after such Restricted Stock shall become Released Securities.~~
any Participant.

~~(v)~~Seven. Common Stock Authorized for Issuance Under the Plan
(A) ~~Restricted~~Common Stock ~~Units. Notwithstanding anything~~Subject to the ~~contrary~~Plan. The maximum aggregate number of shares of Common Stock that may be issued under the Plan shall be 1,600,000 shares, subject to adjustment in accordance with Section TEN. Such shares may be used to satisfy the purchase of shares of Common Stock under either the Code Section 423 Component of the Plan or the Non-Code Section 423 Component of the Plan. Shares of Common Stock issued under the Plan may consist of authorized but unissued shares, reacquired shares (treasury shares), or any combination thereof. If an outstanding Purchase Right for any reason expires or is terminated or canceled, the shares of Common Stock allocable to the unexercised portion of such Purchase Right shall again be available for issuance under the Plan.
(B)
Legends. The Company may at any time place legends or other identifying symbols referencing any applicable federal, state or foreign securities law restrictions or any provision convenient in the administration of the Plan on some or all of the certificates representing shares of Common Stock issued under the Plan. The Participant shall, at the request of the Company, promptly present to the Company any ~~Award Agreement, Restricted~~and all certificates representing shares acquired pursuant to a Purchase Right in the possession of the Participant in order to carry out the provisions of the Plan.
(C)
Securities Laws. The Company shall not be obligated to issue any Common Stock ~~Units~~pursuant to any offering under the Plan at any time when the offer, issuance, or sale of shares covered by such Offering (1) has not been registered under the Securities Act of 1933, as amended, or does not comply with such other federal, state or non-U.S. laws, rules or regulations, or the requirements of any stock exchange upon which the Common Stock may then be listed, as the Company or the Board deems applicable, and (2) in the opinion of legal counsel for the Company, there is no exemption from the requirements of such laws, rules, regulations, or requirements available for the offer, issuance, and sale of such shares of Common Stock. Further, all stock acquired pursuant to the Plan shall be subject to the ~~following requirements. Unless previously forfeited,~~Company’s policies concerning compliance with securities laws and regulations, as such policies may be amended from time to time. The issuance of shares of Common Stock under the Plan shall be subject to ~~Section 10(b), Restricted~~compliance with all applicable requirements of federal, state or non-U.S. law with respect to such securities. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares of Common Stock ~~Units~~under the Plan shall relieve the Company of any liability in respect of the failure to issue or sell such shares of Common Stock as to which such requisite authority shall not have been obtained. As a condition to the exercise of a Purchase Right, the Company may require the Participant to satisfy any qualifications that may be ~~settled on~~necessary or ~~before~~appropriate, to evidence compliance with any applicable law or regulation, and to make any representation or warranty with respect thereto as may be requested by the ~~30th day following~~Company.
Eight. Termination of Employment; Voluntary Withdrawal
(A)
Termination of Employment. Except as may be otherwise determined by the ~~earliest of (I) the applicable vesting date set forth~~Committee, in the ~~Award Agreement, (II)~~event that (1) the employment of a Participant terminates for any reason during an Offering Period, except in the case of death, permanent disability, retirement or transfer of employment addressed in Subsection EIGHT (B) below, or (2) a Participant ceases to be an Eligible Employee during an Offering Period, the Participant’s participation in the Plan and any rights thereunder shall terminate immediately and thereupon, automatically and without any further act on his or her part, such Participant’s payroll deduction authorization shall terminate. Any payroll deductions or other contributions credited to the Participant that have not yet been applied towards the purchase of shares of Common Stock shall, as soon as reasonably practicable following such termination of employment, be returned to the Participant (without interest, unless otherwise required under applicable law).
(B)
Death, Disability, Retirement and Transfer. Except as may be otherwise determined by the Committee, if a Participant dies, becomes permanently disabled (as determined by the Plan Administrator in its sole discretion), retires or transfers employment from a Participating 423 Subsidiary/Participating Non-423 Subsidiary to a non-Participating 423 Subsidiary/non-Participating Non-423 Subsidiary during any month in the Offering Period, the Participant’s payroll deductions taken as of the date of the Participant’s death, ~~(III)~~permanent disability, retirement

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or transfer, if any, shall be used to purchase shares of Common Stock on the last Trading Day of the month in which such death, permanent disability, retirement or transfer occurs. Thereafter, the Participant’s ~~separation~~participation in the Plan shall terminate.
(C) Voluntary Withdrawal. A Participant may voluntarily withdraw from ~~service within~~ the ~~meaning~~Plan at any time and receive a refund of ~~Section 409A~~all payroll deductions credited to his or her Plan account that have not been applied toward the purchase of shares of Common Stock by submitting a withdrawal election to the ~~Code after attaining~~Plan Administrator in accordance with such procedures as established by the ~~age of Retirement as defined below or as a result~~Plan Administrator. The payroll deductions of a ~~disability within~~Participant who has withdrawn from the ~~meaning~~Plan shall be refunded (without interest) to the Participant as soon as reasonably practicable after the withdrawal and may not be applied to the purchase of ~~Section 22(e)(3)~~shares of Common Stock in any other Offering under the ~~Code. Restricted Stock Units~~Plan. A Participant who withdraws from the Plan may ~~be denominated or payable~~elect to re-enroll in ~~cash, Shares, other securities or other property. If~~ the ~~Committee reasonably anticipates that making a payment in respect of Restricted Stock Units may violate Federal securities laws or other applicable law, such payment may be delayed and made~~Plan in accordance with Section ~~409A of the Code and Section 1.409A-2(b)(7)(ii) of the Treasury Regulations thereunder.~~THREE.
~~(d)~~
(D) ~~Performance Awards~~Administrative Costs for Plan Accounts of Terminated Participants. ~~The Committee is hereby authorized~~Responsibility for payment of administrative costs to ~~grant Performance Awards to Participants. Subject~~maintain a terminated Participant’s Plan Account may be transferred from the Company to the terms of the Plan and any applicable Award Agreement, a Performance Award granted under the Plan (i) may be denominated or payable in cash, Shares (including Restricted Stock), other securities, other Awards, or other property and (ii) shall confer on the holder thereof rights valuedterminated Participant, as determined by the Committee ~~and payable~~from time to ~~or exercisable~~time.
Nine. Plan Administration
(A)
General. The Plan will be administered by the ~~holder~~Committee. The Committee is vested with full authority to administer, interpret and make rules regarding the Plan. The Committee shall have the authority to interpret the Plan as it may deem advisable and to make determinations that shall be final, binding and conclusive upon all persons. Subject to the provisions of the ~~Performance Award, in whole or in part, upon the achievement of such performance goals during such performance periods as~~Plan, the Committee shall ~~establish.~~determine all of the relevant terms and conditions of any rights under the Plan, including (but not limited to) the Offering Date, the Offering Period, the Payroll Deduction Period, the Purchase Date and the Purchase Price; provided, however, that all Participants under the Code Section 423 Component of the Plan shall have the same rights and privileges within the meaning of Code Section 423(b)(5) and provided further, that the Purchase Price for any Offering Period under the Code Section 423 Component of the Plan or any Offering Period under the Non-Code Section 423 Component of the Plan may not be established at a price which does not comply with the requirements of Code Section 423. The Committee may assign any of its administrative tasks set forth herein to the Plan Administrator, except that the Committee may not delegate the task of designating Participating 423 Subsidiaries and Participating Non-423 Subsidiaries for participation in either the Code Section 423 Component of the Plan or the Non-Code Section 423 Component of the Plan, or its authority to make adjustments pursuant to Section TEN. No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan. All expenses incurred in connection with the operation and administration of the Plan shall be paid by the Company.
(B)
Delegation to Plan Administrator. The ~~performance~~Committee may delegate to the Plan Administrator the authority to administer the Plan subject to the rules and interpretive determinations promulgated by the Committee. Such delegation shall not make such officer or employee, if otherwise an Eligible Employee, ineligible to participate in the Plan.
(C)
Policies and Procedures. To the extent not inconsistent with the Plan, the Committee may authorize and establish such rules and regulations as it may determine to be advisable to make the Plan effective or to provide for its operation and administration, and may take such other action with regard to the Plan as it shall deem advisable to effectuate its purpose, including, without limitation, the establishment of procedures that may be necessary to ensure compliance with Rule 16b-3 of the Securities Exchange Act of 1934.
(D)
Non-Code Section 423 Component for Participation Outside of the United States. The Committee may, in its sole discretion, establish sub-plans under the Non-Code Section 423 Component of the Plan which do not satisfy the requirements of Code Section 423 for purposes of effectuating the participation of Eligible Employees employed by a Participating Non-423 Subsidiary located in countries outside of the United States. For purposes of the foregoing, the Committee may establish one or more sub-plans to: (1) amend or vary the terms of the Non-Code Section 423 Component of the Plan in order to conform such terms with the laws, rules and regulations of each country outside of the United States where the Participating Non-423 Subsidiary is located; (2) amend or vary the terms of the Non-Code Section 423 Component of the Plan in each country where the Participating Non-423 Subsidiary is located as it considers necessary or desirable to take into account or to mitigate or reduce the burden of taxation and social insurance contributions for Participants or a Participating Non-423 Subsidiary, or (3) amend or vary the terms of the Non-Code Section 423 Component of the Plan in each country outside of the United States where a Participating Non-423 Subsidiary is located as it considers necessary or desirable to meet

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the goals ~~upon~~and objectives of the Non-Code Section 423 Component of the Plan. Each sub-plan established pursuant to this Subsection NINE (D) shall be reflected in a written appendix to the Non-Code Section 423 Component of the Plan for each Participating Non-423 Subsidiary in such country, and shall be treated as being separate and independent from the Code Section 423 Component of the Plan; provided, the total number of shares of Common Stock authorized to be issued under the Plan shall include any shares of Common Stock issued under the Non-Code Section 423 Component of the Plan (including each sub-plan). To the extent permitted under applicable law, the Committee may delegate its authority and responsibilities under this Section to the Plan Administrator.
Ten. Recapitalization, Reorganization and Change in Control.
(A) Adjustments for Changes in Common Stock. In the event of any stock dividend, extraordinary cash dividend, stock split, reverse stock split, recapitalization, combination, reclassification, or similar change in the capital structure of the Company, or in the event of any merger (including a merger effected for the purpose of changing the Company’s domicile), sale of assets, spin-off or other reorganization in which the ~~payment~~Company is a party, appropriate adjustments shall be made in the number and class of shares of stock subject to the Plan and each Purchase Right, and in the Purchase Price. If a majority of the shares of Common Stock which are of the same class as the shares of stock that are subject to outstanding Purchase Rights are exchanged for, converted into, or ~~vesting~~otherwise become (whether or not pursuant to a Change in Control as described in Subsection TEN (B) below) shares of another corporation, the Committee may unilaterally amend the outstanding Purchase Rights to provide that such Purchase Rights are exercisable for new shares of stock. In the event of any ~~Performance Awards may~~such amendment, the number and kind of shares of stock subject to, and the Purchase Price of, the outstanding Purchase Rights shall be ~~based shall be~~adjusted in a fair and equitable manner, as determined by the Committee, in its ~~discretion, and~~sole discretion. In no event may include, as determined in accordance with generally accepted accounting principles, where applicable: (i) pre-tax income or after-tax income; (ii) earnings, including operating income, earnings before or after taxes, earnings before or after interest, depreciation, amortization, or extraordinary or special items; (iii) net income, excluding amortizationthe Purchase Price be decreased to an amount less than the par value, if any, of intangible assets, depreciation and impairment of goodwill and intangible assets; (iv) operating income; (v) earnings or book value per share (basic or diluted); (vi) return on assets (gross or net), return on investment, return on capital, or return on equity; (vii) return on revenues; (viii) net tangible assets (working capital plus property, plants and equipment) or return on net tangible assets (operating income divided by average net tangible assets) or working capital; (ix) cash flow, operating cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (x) total sales or sales growth, or portions thereof (such as organic sales growth); (xi) operating margin or profit margin; (xii) share price or total shareholder return; (xiii) earnings from continuing operations; (xiv) cost targets, reductions or savings, productivity or efficiencies; (xv) economic value added; and (xvi) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration or market share, geographic business expansion, customer satisfaction, employee satisfaction, human resources management, financial management, project management, supervision of litigation, information technology, or goals relating to acquisitions, divestitures, joint ventures or similar transactions.
~~Where applicable,~~ the ~~performance goals may be described in terms of Company-wide objectives or objectives that are related~~stock subject to the performance of the individual Participant or of the subsidiary, Affiliate, division, department, business unit, region, function or other organizational unit within the Company, subsidiary or Affiliate in which the Participant is employed.Purchase Right. The performance goals may be made relative to the performance of other companies or subsidiaries, divisions, departments, business units, regions, functions or other organizational units within such other companies, and may be made relative to an index or one or more of the performance goals themselves, all as determined by the Committee. The performance goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be paid (or specified vesting will occur) and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur).
The performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Award granted, and the amount of any payment or transfer to be made pursuant to any Performance Award shall beadjustments determined by the Committee ~~in each case subject~~pursuant to ~~the terms of the Plan and the applicable Award Agreement.~~

~~(e)~~
~~Dividend Equivalents~~~~. The Committee is hereby authorized to grant to Participants Awards (other than Awards in respect of Options and Stock Appreciation Rights) under which the holders thereof~~this Subsection TEN (A) shall be ~~entitled to receive payments equivalent to dividends or interest with respect to a number~~final, binding and conclusive. Notwithstanding the foregoing, upon the occurrence of ~~Shares determined by the Committee, and~~any event covered under this Subsection TEN (A), the Committee may, ~~provide that such amounts (if any) shall be deemed~~in its sole discretion, terminate the existing Offering Period and refund all accumulated and unused Participant contributions to have been reinvested in additional Shares or otherwise reinvested. To the extent that Dividend Equivalents are credited in respect of any Award made under Section 6 of the Plan (including any Performance Award), such Dividend Equivalent(s) will vest (or be forfeited) at the same time as the underlying Award to which such Dividend Equivalent(s) relate. Subject to the terms of the Plan and any applicable Awards Agreement, such Awards may have such additional terms and conditions as the Committee may determine.Participants.
~~(f)~~
~~Other Stock-Based Awards~~. The Committee is hereby authorized to grant to Participants such other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including securities convertible into Shares), as are deemed by the Committee to be consistent with the purposes of the Plan; provided, however, that such grants must comply with applicable law. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine the terms and conditions of such Awards. Shares or other securities delivered pursuant to a purchase right granted under this Section 6(f) shall be purchased for such consideration, which may be paid by such method or methods and in such form or forms, including cash, Shares, other securities, other Awards,or other property, or any combination thereof, as the Committee shall determine, the value of which consideration, as established by the Committee, shall not be less than the Fair Market Value of such Shares or other securities as of the date such purchase right is granted (or, if the Committee so determines, in the case of any such purchase right retroactively granted in tandem with or in substitution for another Award or any outstanding award granted under any other plan of the Company, on the date of grant of such other Award or award).
~~(g)~~
~~General~~.
~~(i)~~
~~No Cash Consideration for Awards~~~~. Awards may be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.~~
~~(ii)~~
~~Awards May Be Granted Separately or Together~~. Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for any other Award or any awards granted under any other plan of the Company or any Affiliate. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company or any Affiliate, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.
~~(iii)~~
~~Forms of Payment Under Awards~~. Subject to the terms of the Plan and of any applicable Award Agreement, payments or transfers to be made by the Company or an Affiliate upon the grant, exercise, or payment of an Award may be made in such form or forms as the Committee shall determine, including cash, Shares, other securities, other Awards, or other property, or any combination thereof, and may be made in a single payment or transfer, in installments, or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents in respect of installment or deferred payments. The Participant (or, in the event of death, the Participant’s beneficiary or estate) may direct the sale on behalf of, or for the benefit of the Participant (or, in the event of death, the Participant’s beneficiary or estate) of some or all of the Shares delivered pursuant to an Award granted to the Participant.
~~(iv)~~
~~Limits on Transfer of Awards~~. Except as provided in Section 6(a) above regarding Options, no Award (other than Released Securities), and no right under any such Award, shall be assignable, alienable, saleable, or transferable by a Participant otherwise than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order, as defined in the Code (or, in the case of an Award of Restricted Securities, to the Company); provided, however, that, if so determined by the Committee, a Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of the Participant, and to receive any property distributable,with respect to any Award upon the death of the Participant. Each Award, and each right under any Award, shall be exercisable, during the Participant’s lifetime, only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative. No Award (other than Released Securities), and no right under any such Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment,

or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate. Except as permitted under Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the Code) payable to Participant or for a Participant’s benefit under this Plan and Awards hereunder may not be reduced by, or offset against, any amount owing by a Participant to the Company or any Affiliate.

~~(v)~~(B)
~~Terms~~Change in Control. In the event of ~~Awards~~~~. Except~~a Change in Control, the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as ~~otherwise specified in~~ the ~~Plan,~~case may be (the “Acquiring Company”), may assume the ~~Term~~Company’s rights and obligations under the Plan. If the Acquiring Company elects not to assume the Company’s rights and obligations under outstanding Purchase Rights, the Purchase Date of ~~each Award~~the then current Offering Period shall be ~~for such period as may be determined by the Committee. Notwithstanding the foregoing, in no event shall the term of any Incentive Stock Option exceed~~accelerated to a ~~period of ten years from~~date before the date of ~~its grant.~~the Change in Control specified by the Committee, but the number of shares of Common Stock subject to outstanding Purchase Rights shall not be adjusted. All Purchase Rights that are neither assumed by the Acquiring Company in connection with the Change in Control nor exercised as of the date of the Change in Control shall terminate and cease to be outstanding effective as of the date of the Change in Control.

~~(vi)~~Eleven. Termination and Amendment of the Plan
~~Share Certificates~~~~. All certificates for Shares~~
(A) The Board, or ~~other securities delivered under~~by delegation to the Committee or the Plan ~~pursuant to~~Administrator, may at any ~~Award~~time terminate, suspend or amend the ~~exercise thereof~~Plan; provided that, such termination, suspension or amendment will not affect elections already accepted by the Company; and provided further that, any termination, suspension or amendment of the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares or other securities are then listed, and any applicable Federal or state securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
~~Section 7. Amendment and Termination~~
~~Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan:~~
~~(a)~~
~~Amendments to the Plan~~. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any Award (and the related Award Agreement), including any amendment, alteration, suspension, discontinuation, or termination that would impair the rights of any Participant,or any other holder or beneficiary of any Award theretofore granted, without the consent of any shareholder, Participant, other holder or beneficiary of an Award, or other Person; provided, however, that, notwithstanding any other provision of the Plan or any Award Agreement, without the approval of the shareholders of the Company to the extent required under applicable law.
(B) The Plan and all rights of employees hereunder, if not terminated earlier, shall terminate:
(1) at the close of any Offering Period, if theretofore declared terminated by the Board; or
(2) upon the issuance of all shares of Common Stock authorized for issuance under the Plan.
Twelve. Code Section 409A and Tax Qualification
(A)
Code Section 409A. The Plan and any offering to purchase shares of Common Stock under the Plan are intended to be exempt from the application of Code Section 409A. In furtherance of the foregoing and notwithstanding any provision in the Plan to the contrary, if the Committee determines that any rights to purchase shares of Common Stock granted under the Plan may be subject to Code Section 409A or that any provision in the Plan would cause such right under the Plan to be subject to Code Section 409A, the Committee may amend the terms of the Plan

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and/or of an outstanding right to purchase shares of Common Stock granted under the Plan, or take such other action as the Committee determines is necessary or appropriate, in each case, without the Participant’s consent, to exempt any outstanding offerings that may be granted under the Plan from or to allow any such offerings to comply with Code Section 409A, but only to the extent any such amendments or action by the Committee would not violate Code Section 409A. Notwithstanding the foregoing, the Company will have no ~~such amendment, alteration, suspension, discontinuation,~~liability to a Participant or ~~termination shall~~any other party if the offering under the Plan that is intended to be ~~made~~exempt from or compliant with Code Section 409A is not so exempt or compliant or for any action taken by the Committee with respect thereto. The Company makes no representation that ~~would:~~the right to purchase shares of Common Stock under the Plan is compliant with Code Section 409A.

~~(i)~~(B)
~~increase~~Tax Qualification. Although the ~~total number of Shares available for Awards~~Company may endeavor to (1) qualify an offering under the Plan ~~except as provided~~for favorable tax treatment under the laws of the United States or jurisdictions outside of the United States or (2) avoid adverse tax treatment (e.g., under Code Section 409A), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment, notwithstanding anything to the contrary in ~~Section 4 hereof;~~
the Plan. The Company shall be unconstrained in its corporate activities without regard to the potential negative tax impact on Participants under the Plan.
Thirteen. Indemnification

~~(ii)~~(A)
~~increase the annual compensation limitation established with respect~~In addition to ~~Non-Employee Directors~~such other rights of indemnification as ~~set forth in Section 4(a)(i)(C)~~they may have as members of the ~~Plan;~~
~~(iii)~~
~~permit Options, Stock Appreciation Rights,~~Committee or ~~Other Stock-Based Awards encompassing rights to purchase Shares to be granted with per Share grant, purchase,~~officers or ~~exercise prices of less than the Fair Market Value~~employees of a ~~Share on the date of grant thereof, except to the extent permitted under Sections 4(b), 6(a), 6(b),~~Participating 423 Subsidiary or ~~6(f) hereof; or~~
~~(iv)~~
~~otherwise require approval~~a Participating Non-423 Subsidiary, members of the ~~shareholders~~Committee and any officers or employees of a Participating 423 Subsidiary or a Participating Non-423 Subsidiary to whom authority to act for the Committee or the Company ~~in order to comply with rules of the applicable national securities exchange upon which the Shares are traded or quoted.~~
~~(b)~~
~~Adjustments of Awards Upon Certain Acquisitions~~~~. In the event~~is delegated shall be indemnified by the Company ~~or any Affiliate shall assume outstanding employee awards or the right or obligation to make future awards~~against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the ~~acquisition~~defense of ~~another business~~any action, suit or ~~another corporation~~proceeding, or business entity,the Committee may make such adjustments, not inconsistent with the terms of the Plan, in the terms of Awards as it shall deem appropriate in order to achieve reasonable comparability or other equitable relationship between the assumed awards and the Awards granted under the Plan as so adjusted.
~~(c)~~
~~Adjustments of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events~~. The Committee shall be authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including the events described in Section 4(b) hereof) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits to be made available under the Plan.

~~(d)~~
~~Certain Adjustments of Awards Not Permitted~~~~. Except~~ in connection with ~~an event~~any appeal therein, to which they or ~~transaction described~~any of them may be a party by reason of any action taken or failure to act under or in subsections (b) or (c) of this Section 7 or Section 4(b), the terms of outstanding Awards may not be amended to reduce the purchase price per Share purchasable under an Option or the grant price of Stock Appreciation Rights, or to cancel outstanding Options or Stock Appreciation Rights in exchange for cash, other Awards or Options or Stock Appreciation Rightsconnection with a purchase price per share or grant price, as applicable, that is less than the purchase price per share or grant price of the original Options or Stock Appreciation Rights, as applicable, without shareholder approval.
~~(e)~~
~~Correction of Defects, Omissions and Inconsistencies~~~~. The Committee may correct any defect, supply any omission, or reconcile any inconsistency in~~ the Plan, or any ~~Award~~right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the ~~manner and~~Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the ~~extent it shall deem desirable~~Company, in writing, the opportunity at its own expense to ~~carry~~handle and defend the ~~Plan~~same.
Fourteen. Miscellaneous
(A)
Transferability. Payroll deductions, contributions credited to a Participant’s account and any rights with regard to the purchase of shares of Common Stock pursuant to a Purchase Right or ~~such Award into effect.~~
~~Section 8. General Provisions~~
~~(a)~~
~~No Rights~~ to ~~Awards~~~~. No Participant or other Person shall have any claim to be granted any Award~~receive shares of Common Stock under the Plan ~~and there is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need~~may not be assigned, alienated, pledged, attached, sold or otherwise disposed of in any way (other than by will, the ~~same~~laws of descent and distribution or as otherwise determined in the Plan) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw from the Plan in accordance with ~~respect to each recipient.~~Section THREE.
~~(b)~~ (B)
~~Delegation~~Severability. ~~The Committee may delegate to one or more officers or managers~~If any particular provision of the ~~Company~~Plan is found to be invalid or ~~any Affiliate, or a committee of~~otherwise unenforceable, such ~~officers or managers,~~determination shall not affect the authority, subject to such terms and limitations as the Committee shall determine, to grant Awards to, or to cancel, modify, waive rights with respect to, alter, discontinue, suspend or terminate Awards held by, Participants who are neither (i) officersother provisions of the ~~Company for purposes of Section 16 of~~Plan, but the ~~Exchange Act, nor (ii) Non-Employee Directors.~~Plan shall be construed in all respects as if such invalid provision were omitted.
~~(c)~~ (C)
~~Withholding~~. The Company or any Affiliate shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan the amount determined by the Company (in cash, Shares, other securities, other Awards, or other property) of withholding taxes due in respect of an Award, its exercise, or any payment or transfer under such Awards or under the Plan and to take such other action as may be necessary in the opinion of the Company or Affiliate to satisfy all obligations for the payment of such taxes.
~~(d)~~
~~No Limit on Other Compensation Arrangements~~. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.
~~(e)~~
~~No Right to Employment~~. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ or service of the Company or any Affiliate. Further, the Company or an Affiliate may at any time dismiss a Participant from employment or service, free from any liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.
~~(f)~~
Governing Law and Jurisdiction. The validity, ~~construction~~interpretation and ~~effect~~administration of the Plan and of any rules, regulations, determinations or decisions made thereunder, and ~~regulations relating~~the rights of any and all persons having or claiming to ~~the Plan~~have any interest therein or thereunder, shall be determined exclusively in accordance with the laws of the State of Connecticut ~~and applicable Federal law.~~
~~(g)~~
~~Severability~~~~. If any provision~~(regardless of the ~~Plan or~~laws that might be applicable under principles of conflicts of laws).Without limiting the generality of the foregoing, the period within which any ~~Award is or becomes or is deemed to be invalid, illegal, or unenforceable~~action in ~~any jurisdiction, or as to any Person or Award, or would disqualify~~connection with the Plan ~~or any Award under any law deemed applicable~~must be commenced shall be governed by the ~~Committee, such provision shall be construed or deemed amended to conform to applicable~~ laws ~~or if it cannot be so construed or deemed amended without, in the determination~~ of the ~~Committee, materially altering the intent~~State of Connecticut (regardless of the ~~Plan~~laws that might be applicable under principles of conflicts of laws), without regard to the place where the act or omission complained of took place, the residence of any party to such action or the ~~Award, such provision shall~~place where the action may be ~~stricken as to such jurisdiction, Person, or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.~~
~~(h)~~
~~No Trust or Fund Created~~. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate.brought.
~~(i)~~ (D)
~~No Fractional Shares~~. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be cancelled, terminated, or otherwise eliminated.

~~(j)~~
Headings. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the ~~Plan or any provision thereof.~~Plan.
~~(k)~~
~~Construction~~~~. For purposes of the Plan, the terms “include,” “includes” and “including” shall mean such terms without limitation.~~
~~(l)~~
~~Detrimental Activity and Recapture~~. Any Award Agreement may provide for the cancellation or forfeiture of an Award or the forfeiture and repayment to the Company of any gain related to an Award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Committee from time to time, if a Participant during employment or other service with the Company or an Affiliate, engages in activity detrimental to the Company. In addition, notwithstanding anything in this Plan to the contrary, any Award Agreement may also provide for the cancellation or forfeiture of an Award or the forfeiture and repayment to the Company of any gain related to an Award, or other provision intended to have a similar effect, upon such terms and conditions as may be required by the Committee under Section 10D of the Exchange Act and any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which the Shares may be traded.
~~Section 9. Change in Control~~
~~(a)~~
In the event of a Change in Control, unless otherwise set forth in an Award Agreement or provided in an individual severance or employment agreement to which the applicable Participant is a party, the following acceleration, exercisability and valuation provisions will apply:
~~(i)~~
The vesting of any Award that is determined to be a “Replaced Award” (as such term is defined below) will not be accelerated, and any applicable restrictions or conditions thereon will not lapse, solely as a result of the Change in Control.
~~(ii)~~
~~If an award meeting the requirements of Section 9(a)(iii) (a “Replacement Award”) is~~~~not~~ provided to the Participant in accordance with Section 9(a)(iii) in order to replace or adjust such outstanding Award held by the Participant immediately prior to the Change in Control (a “Replaced Award”), then each then-outstanding Option and Stock Appreciation Right held by the Participant will become fully vested and exercisable and the restrictions applicable to each outstanding Award of Restricted Stock or Restricted Stock Units, Performance Award, Dividend Equivalent or Other Stock-Based Award held by the Participant will lapse and such Award will be fully vested (with any applicable performance goals deemed to have been achieved at a target level as of the date of such vesting). For the avoidance of doubt, if all Awards hereunder are terminated without any Replacement Awards or Replaced Awards, then the Company or its successor in the Change in Control may terminate all Awards whose exercise price is less than or equal to the value per Share realized in connection with the Change in Control (without any consideration therefor).
~~(iii)~~
An award meets the conditions of this Section 9(a)(iii) (and hence qualifies as a Replacement Award) if (A) it is of the same type (e.g., stock option for Option, restricted stock for Restricted Stock, restricted stock unit for Restricted Stock Unit, etc.) as the Replaced Award, (B) it has a value at least equal to the value of the Replaced Award, (C) it relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, (D) if the Participant holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences to such Participant under the Code of the Replacement Award are not less favorable to such Participant than the tax consequences of the Replaced Award, and (E) its other terms and conditions are not less favorable to the Participant holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 9(a)(iii) are satisfied will be made by the Committee, as constituted immediately prior to the Change in Control, in its sole discretion. Without limiting the generality of the foregoing, the Committee may determine the value of Awards and Replacement Awards that are stock options by reference to either their intrinsic value or their fair value.

~~(iv)~~
If the Participant terminates his or her employment for Good Reason, the Participant is involuntarily terminated by the Company or, if applicable, an Affiliate, for reasons other than for Cause, or the Participant’s employment terminates due to the Participant’s death or Disability or Retirement, as such terms are hereinafter defined, during the period of two years following a Change in Control (A) all Replacement Awards held by the Participant will become fully vested and, if applicable, exercisable and free of restrictions (with any applicable performance goals deemed to have been achieved at a target level as of the date of such vesting), and (B) all Options and Stock Appreciation Rights held by the Participant immediately before such termination of employment that the Participant also held as of the date of the Change in Control or that constitute Replacement Awards will remain exercisable for not less than three years following such termination of employment or until the expiration of the stated term of such Option or Stock Appreciation Rights, whichever period is shorter (provided, however, that if the applicable Award Agreement provides for a longer period of exercisability, that provision will control).
~~(b)~~
~~For purposes of the Plan, a “Change in Control” shall be deemed to have occurred if:~~
~~(i)~~
any Person, as hereinafter defined, is or becomes the Beneficial Owner, as hereinafter defined, directly or indirectly, of securities of the Company, as hereinafter defined, (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing 25% or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (A) of subsection (iii) below; or
~~(ii)~~
the following individuals cease for any reason to constitute a majority of the number of Board directors then serving: individuals who, on the Effective Date, constitute the Board and any new Board director (other than a Board director whose initial assumption of office is in connection with an actual or threatened election contest, including a consent solicitation, relating to the election of directors of the Company or by reason of any agreement intended to avoid or settle any election contest or solicitation of proxies or consents) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the Board directors then still in office who either were Board directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended; or
~~(iii)~~
there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or other entity, other than (A) a merger or consolidation which results in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person or any securities acquired directly from the Company or its Affiliates) representing 25% or more of the combined voting power of the Company’s then outstanding securities; or
~~(iv)~~
the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.
~~(c)~~
Notwithstanding any provision of the Plan to the contrary, to the extent an Award shall be deemed to be vested or earned, or to the extent the restrictions applicable to an Award shall be deemed to lapse, upon the occurrence of a Change in Control and such Change in Control is not described by Section 409A(a)(2)(A)(v) of the Code, then any resulting payment permitted by this Section 9 that would be considered deferred compensation under Section 409A of the Code will instead be made to the Participant on the 30th day following the earliest of (i) the Participant’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), (ii) the date payment otherwise would have been made in the absence of any provisions in the Plan to the contrary (provided such date is permissible under Section 409A of the Code), or (iii) the Participant’s death.

~~(d)~~
~~Solely for purposes of Sections 9(b) and (d), and notwithstanding anything to the contrary in any other provision of the Plan, the following terms shall have the following meanings:~~
~~(i)~~
~~“Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act;~~
~~(ii)~~
~~“Company” shall mean Stanley Black & Decker, Inc.;~~
~~(iii)~~
“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (A) the Company or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; and
~~(e)~~
Unless otherwise specified in an applicable employment agreement, change in control severance agreement, change in control severance plan or award document, in each case, as may be applicable to the Participant:
~~(i)~~
~~“Cause” shall mean~~
~~(A)~~
the willful and continued failure by the Participant to substantially perform the Participant’s duties with the Company or its Affiliates (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a notice of termination for Good Reason by the Participant) that has not been cured within 30 calendar days after a written demand for substantial performance is delivered to the Participant by the Company, which demand specifically identifies the manner in which the Company believes that the Participant has not substantially performed the Participant’s duties, or
~~(B)~~
~~the willful engaging by the Participant in conduct which is demonstrably and materially injurious to the Company or its Affiliates, monetarily or otherwise.~~
For purposes of clauses (A) and (B) of this definition, no act, or failure to act, on the Participant’s part shall be deemed “willful” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participant’s act, or failure to act, was in the best interest of the Company.
~~(ii)~~
“Disability” shall have the meaning set forth in the applicable Award Agreement (or, if not defined in the applicable Award Agreement, shall have the meaning provided in Section 22(e)(3) of the Code, or any successor provision thereto);
~~(iii)~~
~~“Good Reason” shall mean, in each case without the consent of the affected Participant:~~
~~(A)~~
a reduction by the Company in the Participant’s annual base salary as in effect immediately prior to the Change in Control or as the same may be increased from time to time, except for across-the-board salary reductions similarly affecting all senior officers of the Company and all senior officers of any Person in control of the Company;
~~(B)~~
the relocation of the Participant’s principal place of employment to a location more than 35 miles from the Participant’s principal place of employment immediately prior to the Change in Control or the Company’s requiring the Participant to be based anywhere other than such principal place of employment (or permitted relocation thereof), except for required travel on the Company’s business to an extent substantially consistent with the Participant’s business travel obligations immediately prior to the Change in Control;
~~(C)~~
the failure by the Company to pay to the Participant any portion of the Participant’s current compensation or to pay to the Participant any portion of an installment of deferred compensation under any deferred compensation program of the Company, in any event within seven calendar days of the date such compensation is due.
No termination of employment shall be deemed to be for Good Reason unless (I) the applicable Participant provides the Company with written notice setting forth the specific facts or circumstances constituting Good Reason within 60 days after the initial existence of the occurrence of such facts or circumstances, (II) the Company has failed to cure such facts or circumstances within 30 days after its receipt of such written notice, and (III) the effective date of the Participant’s termination of employment for Good Reason occurs no later than one year after the initial existence of the facts or circumstances constituting Good Reason.

~~(iv)~~
“Retirement” shall have the meaning set forth in the applicable Award Agreement (or, if not defined in the applicable Award Agreement, shall mean the Participant’s termination of employment with the Company and its Affiliates at or after attaining the age of 55 and completing 10 years of service).
~~Section 10. Compliance with Section 409A~~Table of ~~the Code.~~Contents
~~(a)~~
To the extent applicable, it is intended that the Plan and any grants made hereunder comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to Participants. The Plan and any Awards granted hereunder shall be administered in a manner consistent with this intent. Any reference in the Plan to Section 409A of the Code will also include any regulations or any other formal guidance promulgated with respect to Section 409A of the Code by the U.S. Department of the Treasury or the Internal Revenue Service.
~~(b)~~
If at the time of a Participant’s separation from service (within the meaning of Section 409A of the Code), (i) the Participant shall be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest, on the first business day of the seventh month after the Participant’s separation from service or, if earlier, on the Participant’s death.
~~(c)~~
Notwithstanding any provision of the Plan or of any Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to the Plan and any Award Agreements as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the Code. In any case, a Participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on a Participant or for a Participant’s account in connection with the Plan and any Award Agreements (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold a Participant harmless from any or all of such taxes or penalties.
~~Section 11. Effective Date of the Plan~~
~~The Plan shall be effective when approved by the shareholders of the Company.~~
~~Section 12. Term of the Plan~~
No Award shall be granted under the Plan after the tenth anniversary of the Effective Date. However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such date, and the authority of the Committee to amend, alter, or adjust any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board to amend the Plan, shall extend beyond such date.

Directions to the Annual Meeting of Shareholders of Stanley Black & Decker, Inc.
JOHN F. LUNDGREN CENTER FOR LEARNING AND DEVELOPMENT
1000 Stanley Drive
New Britain, Connecticut 06053
FROM NEW YORK STATE, DANBURY,
FROM MASSACHUSETTS OR BRADLEY
WATERBURY VIA I-84 EAST: ~~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 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 John F. Lundgren
Center for Learning and Development.
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 John F. Lundgren
Center for Learning and Development.

Table of Contents

~~IMPORTANT ANNUAL MEETING INFORMATION~~

~~Electronic Voting Instructions~~
~~Available 24 hours a day, 7 days a week!~~
~~Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.~~
~~VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.~~
~~Proxies submitted by the Internet or telephone must be received by 7:00 a.m., Eastern Daylight Time, on April 19, 2018.~~
~~Vote by Internet~~

●Using ablack ink pen, mark your votes with anX as shown in this example.
Please do not write outside the designated areas.
Your vote matters – here’s how to vote!
You may vote online or by phone instead of mailing this card.
Votes submitted electronically must be received by 7:00 a.m., Eastern Daylight Time, on April 17, 2019.
Online
Go towww.envisionreports.com/SWK
● Or or scan the QR code ~~with your smartphone~~— login details are located in the shaded bar below.
● ~~Follow the steps outlined on the secure website~~
Phone
~~Vote by telephone~~
● Call toll free 1-800-652-VOTE (8683) within the USA, US territories &and Canada ~~on a touch tone telephone~~
● ~~Follow the instructions provided by the recorded message~~Save paper, time and money!
Sign up for electronic delivery at www.envisionreports.com/SWK

~~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

Annual Meeting Proxy Card
▼IF ~~YOU HAVE NOT VOTED VIA THE INTERNET~~OR ~~TELEPHONE, FOLD ALONG THE PERFORATION,~~VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.▼

A Proposals — The Board of Directors ~~recommends you~~recommend a voteFOR all the nominees listed andFOR Proposals 2 -– 4.
1. Election of Directors:    For    Against    Abstain           For    Against    Abstain          For    Against    Abstain

01 - Andrea J. Ayers ☐ ☐ ☐ 02 - George W. Buckley ☐ ☐ ☐ 03 - Patrick D. Campbell ☐ ☐ ☐
04 - Carlos M. Cardoso ☐ ☐ ☐ 05 - Robert B. Coutts ☐ ☐ ☐ 06 - Debra A. Crew ☐ ☐ ☐
07 - Michael D. Hankin ☐ ☐ ☐ 08 - James M. Loree ☐ ☐ ☐ 09 - ~~Marianne M. Parrs~~James H. Scholefield ☐ ☐ ☐
10 - ~~Robert~~Dmitri L. ~~Ryan~~Stockton ☐ ☐ ☐ ~~11 - James H. Scholefield~~ ☐ ☐ ☐

      For       Against       Abstain                 For       Against       Abstain
2. Approve, ~~2018 Omnibus Award Plan.~~on an advisory basis, the compensation of the Company’s named executive officers. ☐ ☐ ☐ 4. Approve ~~the selection of Ernst & Young LLP as the Company’s independent auditors for the Company’s 2018 fiscal year.~~Global Omnibus Employee Stock Purchase Plan. ☐ ☐ ☐

3. Approve ~~on an advisory basis,~~ the ~~compensation~~selection of Ernst & Young LLP as the Company’s ~~named executive officers.~~independent auditors for the Company’s 2019 fiscal year. ☐ ☐ ☐

B Authorized Signatures — This section must be completed for your vote to ~~be counted. — Date~~count. Please date and ~~Sign Below~~sign below.
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.
     /     /
~~IF VOTING BY MAIL, YOUMUST~~ ~~COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.~~

1 P C F
~~02R7YB~~02ZRUB

Table of Contents

Small steps make an impact.
Help the environment by consenting to receive electronic
delivery, sign up at www.envisionreports.com/SWK
▼IF ~~YOU HAVE NOT VOTED VIA THE INTERNET~~OR ~~TELEPHONE, FOLD ALONG THE PERFORATION,~~VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.▼

Proxy —– Stanley Black & Decker, Inc.
~~Proxy for Annual Meeting of Shareholders~~
Proxy for Annual Meeting of Shareholders
April ~~19, 2018~~17, 2019
Solicited on behalf of the Board of Directors
The shareholder(s) of Stanley Black & Decker, Inc. appoint(s) George W. Buckley, James M. Loree and Carlos M. Cardoso or any of them, proxies, each with full power of substitution, to vote all shares of common stock of Stanley Black & Decker, Inc. held of record in the name(s) of the undersigned at the annual meeting of shareholders to be held at the John F. Lundgren Center for Learning and Development, 1000 Stanley Drive, New Britain, Connecticut 06053 on April ~~19, 2018~~17, 2019 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 - 4 AND IN THE DISCRETION OF THE PROXIES ON OTHER MATTERS AS MAY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE OR REGISTER YOUR VOTE IMMEDIATELY VIA PHONE OR INTERNET.
(Items to be voted appear on reverse side.)
C Non-Voting Items
Change of Address — Please print new address below. Comments — Please print your comments below.


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

Table of Contents

~~IMPORTANT ANNUAL MEETING INFORMATION~~

~~Electronic Voting Instructions~~
~~Available 24 hours a day, 7 days a week!~~
~~Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.~~
~~VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.~~
~~Proxies submitted by the Internet or telephone must be received by 7:00 a.m., Eastern Daylight Time, on April 17, 2018.~~
~~Vote by Internet~~

●Using ablack ink pen, mark your votes with anX as shown in this example.
Please do not write outside the designated areas.
Your vote matters – here’s how to vote!
You may vote online or by phone instead of mailing this card.
Votes submitted electronically must be received by 7:00 a.m., Eastern Daylight Time, on April 15, 2019.
Online
Go towww.envisionreports.com/SWK
● Or or scan the QR code ~~with your smartphone~~— login details are located in the shaded bar below.
● ~~Follow the steps outlined on the secure website~~
Phone
~~Vote by telephone~~
● Call toll free 1-800-652-VOTE (8683) within the USA, US territories &and Canada ~~on a touch tone telephone~~
● ~~Follow the instructions provided by the recorded message~~Save paper, time and money!
Sign up for electronic delivery at www.envisionreports.com/SWK

~~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

Annual Meeting Proxy Card
▼IF ~~YOU HAVE NOT VOTED VIA THE INTERNET~~OR ~~TELEPHONE, FOLD ALONG THE PERFORATION,~~VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.▼

~~Confidentiality: your instructions to the trustee on how to vote the shares allocated to you under the Stanley Black & Decker Retirement Account Plan will be kept confidential.~~
~~I hereby instruct Wells Fargo Bank, N.A., as trustee of the Stanley Black & Decker Retirement Account Plan, to vote the shares allocated to my account under that Plan as follows:~~
A Proposals — The Board of Directors ~~recommends you~~recommend a voteFOR all the nominees listed andFOR Proposals 2 -– 4.
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:
1. Election of Directors:
For    Against    Abstain           For    Against    Abstain          For    Against    Abstain
01 - Andrea J. Ayers ☐ ☐ ☐ 02 - George W. Buckley ☐ ☐ ☐ 03 - Patrick D. Campbell ☐ ☐ ☐
04 - Carlos M. Cardoso ☐ ☐ ☐ 05 - Robert B. Coutts ☐ ☐ ☐ 06 - Debra A. Crew ☐ ☐ ☐
07 - Michael D. Hankin ☐ ☐ ☐ 08 - James M. Loree ☐ ☐ ☐ 09 - James H. Scholefield ☐ ☐ ☐
10 - Dmitri L. Stockton ☐ ☐ ☐

For Against Abstain For Against Abstain
2. Approve, on an advisory basis, the compensation of the Company’s named executive officers. ☐ ☐ ☐ 4. Approve Global Omnibus Employee Stock Purchase Plan. ☐ ☐ ☐
3. Approve the selection of Ernst & Young LLP as the Company’s independent auditors for the Company’s 2019 fiscal year. ☐ ☐ ☐

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

1 P C F
02ZS7C

Table of Contents

Small steps make an impact.
Help the environment by consenting to receive electronic
delivery, sign up at www.envisionreports.com/SWK
▼ IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼
Proxy – Stanley Black & Decker, Inc.
Proxy for Annual Meeting of Shareholders
April 17, 2019
Solicited on behalf of the Board of Directors
This constitutes your instruction to Wells Fargo Bank, N.A., as Trustee under the Stanley Black & Decker Retirement Account Plan to vote all shares of common stock of Stanley Black & Decker, Inc., held in the plan for which you may give voting instructions at the annual meeting of shareholders to be held at the John F. Lundgren Center for Learning and Development, 1000 Stanley Drive, New Britain, Connecticut 06053 on April 17, 2019 at 9:30 a.m. and any adjournments or postponements thereof, as specified on the reverse side hereof. You hereby revoke any proxies previously given with respect to such meeting.
THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED BY THE TRUSTEE OF THE STANLEY BLACK & DECKER RETIREMENT ACCOUNT PLAN IN ACCORDANCE WITH CERTAIN PROCEDURES. SEE VOTING INFORMATION — VOTING YOUR SHARES HELD IN THE STANLEY BLACK & DECKER RETIREMENT ACCOUNT PLAN IN THE PROXY STATEMENT.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE OR REGISTER YOUR VOTE IMMEDIATELY VIA PHONE OR INTERNET.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 17, 2019: THIS PROXY CARD TOGETHER WITH THE PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE FREE OF CHARGE atwww.edocumentview.com/SWK.
(Items to be voted appear on reverse side
C Non-Voting Items
Change of Address — Please print new address below. Comments — Please print your comments below.

Table of Contents

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

Annual Meeting Proxy Card
▼ IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼

A Proposals — The Board of Directors recommend a voteFOR all the nominees listed andFOR Proposals 2 – 4.
1. Election of Directors:   For   Against Abstain   For   Against Abstain   For   Against Abstain

01 - Andrea J. Ayers ☐ ☐ ☐ 02 - George W. Buckley ☐ ☐ ☐ 03 - Patrick D. Campbell ☐ ☐ ☐
04 - Carlos M. Cardoso ☐ ☐ ☐ 05 - Robert B. Coutts ☐ ☐ ☐ 06 - Debra A. Crew ☐ ☐ ☐
07 - Michael D. Hankin ☐ ☐ ☐ 08 - James M. Loree ☐ ☐ ☐ 09 - ~~Marianne M. Parrs~~James H. Scholefield ☐ ☐ ☐
10 - ~~Robert~~Dmitri L. ~~Ryan~~Stockton ☐ ☐ ☐ ~~11 - James H. Scholefield~~ ☐ ☐ ☐

      For       Against       Abstain                 For       Against       Abstain
2. Approve, ~~2018 Omnibus Award Plan.~~on an advisory basis, the compensation of the Company’s named executive officers ☐ ☐ ☐ 4. Approve ~~the selection of Ernst & Young LLP as the Company’s independent auditors for the Company’s 2018 fiscal year.~~ ☐ ☐ ☐
3. ~~Approve, on an advisory basis, the compensation of the Company’s named executive officers.~~ ☐ ☐ ☐

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

~~1 P C F~~
~~02R82B~~

▼~~IF YOU HAVE NOT VOTED VIA THE INTERNET~~OR ~~TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.~~▼
~~Proxy — Stanley Black & Decker, Inc.~~
~~Proxy For Annual Meeting of Shareholders~~
~~April 19, 2018~~
~~Solicited on behalf of the Board of Directors~~
This constitutes your instruction to Wells Fargo Bank, N.A., as Trustee under the Stanley Black & Decker Retirement Account Plan to vote all shares of common stock of Stanley Black & Decker, Inc., held in the plan for which you may give voting instructions at the annual meeting of shareholders to be held at the John F. Lundgren Center for Learning and Development, 1000 Stanley Drive, New Britain, Connecticut 06053 on April 19, 2018 at 9:30 a.m. and any adjournments or postponements thereof, as specified on the reverse side hereof. You hereby revoke any proxies previously given with respect to such meeting.
THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED BY THE TRUSTEE OF THE STANLEY BLACK & DECKER RETIREMENT ACCOUNT PLAN IN ACCORDANCE WITH CERTAIN PROCEDURES. SEE VOTING INFORMATION — VOTING YOUR SHARES HELD IN THE STANLEY BLACK & DECKER RETIREMENT ACCOUNT PLAN IN THE PROXY STATEMENT.
~~WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE OR REGISTER YOUR VOTE IMMEDIATELY VIA PHONE OR INTERNET.~~
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 19, 2018: THIS PROXY CARD TOGETHER WITH THE PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE FREE OF CHARGE at ~~www.edocumentview.com/SWK~~.
~~(Items to be voted appear on reverse side.)~~
~~Non-Voting Items~~
~~Change of Address~~ ~~— Please print new address below.~~ ~~Comments~~ ~~— Please print your comments below.~~

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

~~IMPORTANT ANNUAL MEETING INFORMATION~~

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

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

~~Proposals — The Board of Directors recommends you vote~~ ~~FOR~~ ~~all the nominees listed and~~ ~~FOR~~ ~~Proposals 2 - 4~~
1. ~~Election of Directors:~~ ~~For~~ ~~Against~~ ~~Abstain~~ ~~For~~ ~~Against~~ ~~Abstain~~ ~~For~~ ~~Against~~ ~~Abstain~~
~~01 - Andrea J. Ayers~~ ☐ ☐ ☐ ~~02 - George W. Buckley~~ ☐ ☐ ☐ ~~03 - Patrick D. Campbell~~ ☐ ☐ ☐
~~04 - Carlos M. Cardoso~~ ☐ ☐ ☐ ~~05 - Robert B. Coutts~~ ☐ ☐ ☐ ~~06 - Debra A. Crew~~ ☐ ☐ ☐
~~07 - Michael D. Hankin~~ ☐ ☐ ☐ ~~08 - James M. Loree~~ ☐ ☐ ☐ ~~09 - Marianne M. Parrs~~ ☐ ☐ ☐
~~10 - Robert L. Ryan~~ ☐ ☐ ☐ ~~11 - James H. Scholefield~~ ☐ ☐ ☐

~~For~~ ~~Against~~ ~~Abstain~~ ~~For~~ ~~Against~~ ~~Abstain~~
2. ~~Approve 2018~~Global Omnibus ~~Award~~Employee Stock Purchase Plan. ☐ ☐ ☐ 4. ~~Approve the selection of Ernst & Young LLP as the Company’s independent auditors for the Company’s 2018 fiscal year.~~ ☐ ☐ ☐

3. Approve ~~on an advisory basis,~~ the ~~compensation~~selection of Ernst & Young LLP as the Company’s ~~named executive officers.~~independent auditors for the Company’s 2019 fiscal year. ☐ ☐ ☐

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

1 U P X
~~02R7ZB~~02ZRZB

Table of Contents

▼~~PLEASE FOLD ALONG THE PERFORATION,~~ IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.▼

Proxy — Stanley Black & Decker, Inc.
~~Proxy for Annual Meeting of Shareholders~~
Proxy for Annual Meeting of Shareholders
April ~~19, 2018~~17, 2019
Solicited on behalf of the Board of Directors
The shareholder(s) of Stanley Black & Decker, Inc. appoint(s) George W. Buckley, James M. Loree and Carlos M. Cardoso or any of them, proxies, each with full power of substitution, to vote all shares of common stock of Stanley Black & Decker, Inc. held of record in the name(s) of the undersigned at the annual meeting of shareholders to be held at the John F. Lundgren Center for Learning and Development, 1000 Stanley Drive, New Britain, Connecticut 06053 on April ~~19, 2018~~17, 2019 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 - 4 AND IN THE DISCRETION OF THE PROXIES ON OTHER MATTERS AS MAY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
(Items to be voted appear on reverse ~~side.)~~side