As Amended
10/20/94
10/19/00
12/11/03
12/09/04
THE BLACK & DECKER CORPORATION
DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
1. Eligibility.
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Each member of the Board of Directors of The Black & Decker Corporation
(the "Corporation") who is not an employee of the Corporation or any of the
Corporation's subsidiaries, is eligible to participate in this Deferred
Compensation Plan for Non-Employee Directors (the "Plan").
2. Administration of Plan.
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The Plan will be administered by a committee of three persons (the
"Committee") consisting of the persons who from time to time shall be: (a)
the Chief Executive Officer of the Corporation, (b) the Chief Financial
Officer of the Corporation, and (c) the Secretary of the Corporation. The
Committee shall have full power to interpret and administer the Plan, and
the Committee's interpretations and actions shall be binding and conclusive
on all persons for all purposes. The Committee shall act by vote or written
consent of a majority of its members. Neither the Committee nor any person
acting on its behalf shall be liable to any person for any action taken or
omitted in connection with the interpretation and administration of the
Plan unless attributable to willful misconduct or lack of good faith.
3. Participation.
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a. An eligible director may elect to defer all or any part of the
compensation which would otherwise have been payable currently for
services as a member of the Board of Directors (including fees payable
for services as a member of a committee of the Board). An election must
be executed and filed with the Committee by the end of the calendar
year preceding the calendar year the compensation will be earned. A new
director may elect to participate in the Plan by executing and filing
an election with the Committee prior to the commencement of the
director's term of office.
b. An election shall be in writing substantially in the form attached as
Exhibit A.
c. An election to participate in the Plan shall be effective from the date
of the election and for all subsequent years until the calendar year
following the year in which the participant files a revised election or
a notice of termination.
d. A participant may terminate participation in the Plan by executing and
filing with the Committee a notice of termination. Any such termination
shall be effective at the end of the calendar year in which the notice
is given. In the event of termination, the amount already deferred
under the Plan and interest or other earnings thereon shall be paid to
the participant only as indicated in Section 6, Distribution from Plan.
A director who has filed a termination of election may thereafter file
an election to participate in the Plan for any calendar year commencing
after filing the election.
e. A participant may change an existing election as to the manner of
distribution by filing with the Committee an election form choosing any
manner of distribution authorized by the Plan at the time the new
election form is filed. The new election form must be filed (1) prior
to the termination of the director's service as a director and (2) at
least twelve months prior to the date that the first distribution under
both the existing election and under the new election would be made.
The new election must extend the deferral period for at least five
calendar
years from the date of initial payment under the existing election. The
new election will take effect 12 months after the date it is filed.
4. Deferred Cash Compensation Account.
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A general ledger account, hereinafter referred to as the "Deferred
Compensation Account" shall be established for the purpose of reflecting
deferred compensation. All deferred compensation otherwise payable to the
participant for the calendar year to which the election applies shall be
credited to the Account, together with interest compounded semi-annually on
January 1 and July 1 at a rate equal to the higher of the yield on the
Income Fund of The Black & Decker Corporation Retirement Savings Plan or
the T. Rowe Price Equity Index Fund during the period then ended.
Alternatively, the participant may direct that cash compensation deferred
hereunder be deemed invested in common stock of the Corporation, in which
case, the participant's Account will be initially credited with the number
of shares of common stock of the Corporation required under subsection
B.7.b of the Corporate Governance Policies and Procedures Statement and
subsequently adjusted for increases and decreases in the value of, and for
dividends paid on, the common stock of the Corporation. Title to and
beneficial ownership of the Account shall remain in the Corporation. The
obligation to pay shall be a general unsecured obligation of the
Corporation, and the participating director and his designated
beneficiaries shall not have any property interest whatsoever in any
specific assets of the Corporation. The Corporation may, however, establish
a "Rabbi Trust" for individual participants or all participants as a group.
5. Deferred Stock Compensation Account.
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A stock account, hereinafter referred to as the "Deferred Stock
Compensation Account" shall be established for the purpose of reflecting
deferred stock compensation deferred pursuant to Section 8 of The Black &
Decker Non-Employee Directors Stock Plan (the "Stock Plan"). The provisions
of this Plan shall apply to deferrals under the Stock Plan except that in
the event of conflict between the Plan and the Stock Plan, the provisions
of the Stock Plan shall control.
6. Distribution from Plan.
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a. All compensation deferred under the Plan, plus accumulated interest or
other investment adjustments, shall be distributed in a lump sum or in
approximately equal annual installments not exceeding ten, as specified
by the participant at the time of making the election or in an
amendment complying with the provisions of Section 3.e above. The first
installment, or the lump sum distribution, shall be paid on the
fifteenth day of the calendar year or the fifteenth day of the seventh
month of the calendar year (as specified by the participant at the time
of making the election or in an amendment complying with the provisions
of Section 3.e, above) immediately following the year in which the
participant ceases to be a director of the Corporation. Subsequent
installments shall be paid on the anniversary of the first installment
in each succeeding calendar year until all amounts in the participant's
Deferred Compensation Account have been paid. Distributions of a
participant's Deferred Compensation Account shall be made in cash
except to the extent that the participant has directed the Account be
deferred as common stock of the Corporation, in which case distribution
shall be made in shares of common stock of the Corporation under the
Stock Plan. Distributions of a participant's Deferred Stock
Compensation Account shall be made in common stock of the Corporation
under the Stock Plan.
b. Notwithstanding the above, if a participant incurs a severe financial
hardship, the Committee administering the Plan may, in its sole
discretion, revise the payment schedule to the extent reasonably
necessary to eliminate the severe financial hardship. The severe
financial hardship must have been caused by an accident or illness of
the director, the director's spouse or dependent (as defined in Code
Section 152(a)) of the director, by loss of the director's property due
to casualty, or by another similar extraordinary and unforeseeable
event beyond the control of the participant. In the event a participant
ceases to be a director of the Corporation and becomes a proprietor,
officer, partner, employee or otherwise becomes affiliated with any
business that is in competition with the Corporation or any of its
subsidiaries, or becomes employed by any governmental agency having
jurisdiction over the activities of the Corporation or any of its
subsidiaries, the Committee, at its sole discretion, may pay to the
participant the
entire balance of the participant's Deferred Compensation Account. In
the event a participant dies before all deferred amounts are
distributed, the remaining balance of the participant's Deferred
Compensation Account shall be paid on the first day of the calendar
year following the year of death, to the beneficiaries most recently
designated by the director in writing. If no beneficiaries are
designated or being designated, fail to survive the participant,
payment shall be made to the estate of the participant.
7. Rabbi Trust.
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The Corporation may establish a "Rabbi Trust" for individual participants
or all participants as a group. With the consent of a participant, the
Trustee of a "Rabbi Trust" established for that participant may be directed
to invest the participant's deferred cash compensation in common stock of
the Corporation, and if that is done, (1) neither the Corporation nor the
trustee shall have any liability for any decrease in the value of the stock
held in the trust and (2) the timing of any distribution from the trust
shall be in accordance with the election made under Section 6 of the Plan.
8. Rights.
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The right of a participant in the Plan to any deferred compensation or
interest thereon shall not be subject to assignment, anticipation,
alienation, transfer, pledge, or encumbrance except by laws of descent and
distribution.
9. No Trusts.
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Nothing contained in the Plan and no action taken pursuant to the
provisions of the Plan shall be construed to create a trust of any kind or
an escrow arrangement of any form.
10. Copies of Plan.
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Copies of the Plan and any and all amendments thereto shall be made
available to all members of the Board of Directors during normal business
hours at the office of the Secretary of the Corporation.
11. Compliance.
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It is intended that this Plan comply with Section 409A of the Internal
Revenue Code and shall be interpreted accordingly. Any provision of this
Plan not in conformance with Section 409A shall be treated as void as of
January 1, 2005.
Exhibit A
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THE BLACK & DECKER CORPORATION
Election to Defer Compensation
under
Deferred Compensation Plan for Non-Employee Directors
And Non-Employee Directors Stock Plan
I acknowledge receiving a copy of the Deferred Compensation Plan for
Non-Employee Directors and the Non-Employee Directors Stock Plan.
Pursuant to the terms of the Plans, I elect to defer receiving the following:
____ % of cash retainers to be deferred as __ cash or __ stock
____ % of stock retainers
My election will continue in effect until the first day of the calendar year
following the year in which I file written notice of termination or of amendment
of this election with the Secretary of the Corporation.
I also elect that all amounts deferred under the Plans (including amounts
previously deferred), together with accumulated interest or other investment
adjustments thereon, shall be distributed to me in ___ (specify number, not
exceeding ten) approximately equal annual installment(s) commencing on:
____ the fifteenth day; or
____ the fifteenth day of the seventh month
of the calendar year immediately following the calendar year in which I cease to
be a director of the Corporation, and subsequent installments shall be paid on
the anniversary of the first installment in each succeeding calendar year until
the entire amount credited to my account shall have been paid.
If I die prior to distribution of the entire amount, I direct that the remaining
amount be paid to:
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(name) (relationship)
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(street address)
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(city, state, zip code)
I understand that my ability to elect to defer these payments and specify their
date of distribution under this Plan is conditioned on compliance with the
Internal Revenue Code, as amended by the American Jobs Creation Act of 2004. If
it is determined that either the Plan or this election is not in compliance with
the Internal Revenue Code or IRS Regulations, I understand that this election
may be cancelled and the deferred amounts returned to me as taxable income.
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(dated) (signature)
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(printed name)
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FOR CORPORATION'S USE
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Date Received Corporate Secretary