Exhibit 10(d)
THE BLACK & DECKER CORPORATION
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
Attracting and retaining qualified individuals to serve as non-employee
directors is vital to the continued success of The Black & Decker Corporation.
To that end and to bind the interests of those individuals to the interests of
the Corporation and its stockholders, this stock option plan offers them an
attractive opportunity to acquire a proprietary interest in the Corporation.
ARTICLE 1:00
Definitions
1:01 The term "Board of Directors" shall mean the Board of
Directors of the Corporation.
1:02 The term "Change in Control" shall have the meaning provided
in Section 7:02 of the Plan.
1:03 The term "Code" shall mean the Internal Revenue Code of 1986,
as amended, and any regulations promulgated thereunder.
1:04 The term "Common Stock" shall mean the shares of common stock,
par value $.50 per share, of the Corporation.
1:05 The term "Corporation" shall mean The Black & Decker
Corporation.
1:06 The term "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended.
1:07 The term "Fair Market Value of a share of Common Stock" shall
mean the average of the high and low sale price per share of
Common Stock as finally reported in the New York Stock
Exchange Composite Transactions for the New York Stock
Exchange, or if shares of Common Stock are not sold on such
date, the average of the high and low sale price per share of
Common Stock as finally reported in the New York Stock
Exchange Composite Transactions for the New York Stock
Exchange for the most recent prior date on which shares of
Common Stock were sold.
1:08 The term "Immediate Family Member" shall mean each of (i) the
children, step children or grandchildren of the Initial
Holder, (ii) the spouse or any parent of the Initial Holder,
(iii) any trust solely for the benefit of any such family
members, and (iv) any partnership or other entity in which
such family members are the only partners or other equity
holders.
1:09 The term "Initial Holder," with respect to an Option or
Limited Stock Appreciation Right granted under the Plan, shall
mean the non-employee director of the Corporation granted the
Option or Limited Stock Appreciation Right.
1:10 The term "Limited Stock Appreciation Right" shall mean a
limited tandem stock appreciation right that entitles the
holder to receive cash upon a Change in Control pursuant to
Article 7:00 of the Plan.
1:11 The term "Option" or "Stock Option" shall mean a right granted
pursuant to the Plan to purchase shares of Common Stock.
1:12 The term "Option Agreement" shall mean the written agreement
representing Options granted pursuant to the Plan as
contemplated by Article 5:00 of the Plan.
1:13 The term "Option Holder" shall mean the Initial Holder so long
as he or she holds an Option initially granted to the Initial
Holder, and thereafter shall mean the beneficiary or the
Immediate Family Member to whom the Option has been
transferred in accordance with Section 5:10.
1:14 The term "Plan" shall mean The Black & Decker Corporation 1995
Stock Option Plan for Non-Employee Directors as approved by
the Board of Directors on December 8, 1994, and adopted by the
stockholders of the Corporation at the 1995 Annual Meeting of
Stockholders, as the same may be amended from time to time.
ARTICLE 2:00
Effective Date of the Plan
2:01 The Plan shall become effective upon stockholder approval,
provided that such approval is received on or before May 31,
1995.
ARTICLE 3:00
Participation in the Plan
3:01 Participation in the Plan shall be limited to individuals who
are directors of the Corporation but not full-time employees
of the Corporation on the date of grant of an Option together
with any permitted transferees in accordance with the terms
and conditions of the Plan.
3:02 No member of the Board of Directors who is a full-time
employee shall be eligible to participate in the Plan. No
director who owns beneficially more than 10% of the total
combined voting power of all classes of stock of the
Corporation shall be eligible to participate in the Plan.
3:03 Upon initial election to the Board of Directors, a director
who on the date of election is not a full-time employee of
the Corporation shall automatically receive an Option to
purchase 2,000 shares of Common Stock. Upon each reelection, a
director who on the date of reelection is not a full-time
employee of the Corporation shall automatically receive an
Option to purchase 1,500 shares of Common Stock. For the
purpose of this Section, election or reelection at the 1995
Annual Meeting of Stockholders shall be deemed an "initial
election."
ARTICLE 4:00
Stock Subject to the Plan
4:01 There shall be reserved for the granting of Options pursuant
to the Plan and for issuance and sale pursuant to such Options
150,000 shares of Common Stock. To determine the number of
shares of Common Stock available at any time for the granting
of Options, there shall be deducted from the total number of
reserved shares of Common Stock the number of shares of Common
Stock in respect of which Options have been granted pursuant
to the Plan that are still outstanding or have been exercised.
The shares of Common Stock to be issued upon the exercise of
Options granted pursuant to the Plan shall be made available
from the authorized and unissued shares of Common Stock. If
for any reason shares of Common Stock as to which an Option
has been granted cease to be subject to purchase thereunder,
then such shares of Common Stock again shall be available for
issuance pursuant to the Plan. Except as provided in Section
4:03, however, the aggregate number of shares of Common Stock
that may be issued upon the exercise of Options pursuant to
the Plan shall not exceed 150,000 shares.
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4:02 Proceeds from the purchase of shares of Common Stock upon the
exercise of Options granted pursuant to the Plan shall be used
for the general business purposes of the Corporation.
4:03 Subject to the provisions of Section 7:02, in the event of
reorganization, recapitalization, stock split, stock dividend,
combination of shares of Common Stock, merger, consolidation,
share exchange, acquisition of property or stock, or any
change in the capital structure of the Corporation, the number
and kind of shares reserved for the granting of Options and
the number, kind and price of shares covered by Options
granted pursuant to the Plan but not then exercised shall be
adjusted appropriately by resolution of the Board.
ARTICLE 5:00
Terms and Conditions of Options
5:01 Each Option granted pursuant to the Plan shall be evidenced by
an Option Agreement in such form as the Board of Directors
from time to time may determine.
5:02 The exercise price per share for Options shall be equal to the
Fair Market Value of a share of Common Stock on the date of
grant of the Options.
5:03 Subject to the other limitations set forth in the Plan, the
term of the Option shall be 10 years from the date on which it
is granted.
5:04 Unless otherwise provided by the Board of Directors, each
Option shall become exercisable on the date of the first
Annual Meeting of Stockholders following the date the Option
was granted. If an Option Holder does not purchase the full
number of shares of Common Stock that he or she at any time
has become entitled to purchase, he or she may purchase all or
any part of those shares of Common Stock at any subsequent
time during the term of the Option.
5:05 Options shall be nontransferable and nonassignable, except
that (i) Options may be transferred by testamentary instrument
or by the laws of descent and distribution, (ii) Options may
be transferred pursuant to a qualified domestic relations
order as defined by the Internal Revenue Code of 1986, as
amended, or Title I of the Employee Retirement Income Security
Act, and (iii) Options may be transferred to an Immediate
Family Member of the Initial Holder, provided that (a) the
transfer by the Initial Holder is a bona fide gift without
consideration, (b) the transfer is irrevocable, (c) the
Initial Holder and any such transferee provides such
documentation or other information concerning the transfer or
the transferee as the Board of Directors or any employee of
the Corporation acting on behalf of the Board of Directors may
from time to time request, and (d) the Initial Holder or the
Option Holder complies with all of the terms and conditions
(including, without limitation, any further restrictions or
limitations) included in the Option Agreement. Any Option
transferred in accordance with the terms and conditions
provided in this Section 5:05 shall continue to be subject to
the same terms and conditions that were applicable to such
Option prior to the transfer. Notwithstanding any other
provisions of the Plan, the Corporation shall not be required
to honor any exercise of an Option by an Immediate Family
Member of an Option transferred in accordance with the terms
and conditions provided in Section 5:05(iii) unless and until
payment or provision for payment of any applicable withholding
taxes has been made.
5:06 If an Initial Holder ceases to be a director of the
Corporation, his or her Option and all rights thereunder shall
terminate effective at the close of business on the date the
Initial Holder ceases to be a director of the Corporation,
except (i) to the extent previously exercised, (ii) as
provided in Sections 5:07 and 5:08 and (iii) for a period of
30 days after the Initial Holder ceases to be a director of
the Corporation, the Option Holder shall be entitled to
exercise any Option that was exercisable at the close of
business on the date the Initial Holder ceased to be a
director of the
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Corporation.
5:07 If an Initial Holder dies during the term of his or her Option
without the Option having been exercised in full, (i) the
executor or administrator of his or her estate or the person
who inherits the right to exercise the Option by bequest or
inheritance in the event the Initial Holder was the Option
Holder at the date of death or (ii) the Option Holder in the
event the Option had been transferred in accordance with the
terms and conditions provided in Section 5.05(iii), shall have
the right within three years of the Initial Holder's death to
purchase the number of shares of Common Stock that the
deceased Initial Holder (or Option Holder, as the case may be)
was entitled to purchase at the date of his or her death,
after which the Option shall lapse, provided that in no event
may any Option be exercised after the expiration of the term
of the Option.
5:08 If an Initial Holder ceases to be a director of the
Corporation without his or her Option having been exercised in
full and (i) the Initial Holder is 65 years of age or older,
or (ii) the Initial Holder has been a director of the
Corporation or any of its subsidiaries for at least 5 years,
then the Initial Holder (or the Option Holder in the event the
Option had been transferred in accordance with the terms and
conditions provided in Section 5:05) shall have the right
within three years of the Initial Holder's termination as a
director to purchase the number of shares of Common Stock that
the Initial Holder (or the Option Holder, as the case may be)
was entitled to purchase at the date of termination, after
which the Option shall lapse, provided that in no event may
any Option be exercised after the expiration of the term of
the Option.
5:09 The granting of an Option pursuant to the Plan shall not
constitute or be evidence of any agreement or understanding,
express or implied, on the part of the Corporation to continue
the Initial Holder as a director for any specified period.
ARTICLE 6:00
Methods of Exercise of Options
6:01 An Option Holder (or other person or persons, if any, entitled
to exercise an Option hereunder) desiring to exercise an
Option granted pursuant to the Plan as to all or part of the
shares of Common Stock covered by the Option shall (i) notify
the Corporation in writing at its principal office at 701 East
Joppa Road, Towson, Maryland 21286, to that effect, specifying
the number of shares of Common Stock to be purchased and the
method of payment therefor, and (ii) make payment or provision
for payment for the shares of Common Stock so purchased in
accordance with this Article 6:00. Such written notice may be
given by means of a facsimile transmission. If a facsimile
transmission is used, the Option Holder should mail the
original executed copy of the written notice to the
Corporation promptly thereafter.
6:02 Payment or provision for payment shall be made as follows:
(a) The Option Holder shall deliver to the Corporation at
the address set forth in Section 6:01 United States
currency in an amount equal to the aggregate purchase
price of the shares of Common Stock as to which such
exercise relates; or
(b) The Option Holder shall tender to the Corporation
shares of Common Stock already owned by the Option
Holder that, together with any cash tendered
therewith, have an aggregate fair market value
(determined based on the Fair Market Value of a share
of Common Stock on the date the notice set forth in
Section 6:01 is received by the Corporation) equal to
the aggregate purchase price of the shares of Common
Stock as to
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which such exercise relates; or
(c) The Option Holder shall deliver to the Corporation an
exercise notice together with irrevocable
instructions to a broker to deliver promptly to the
Corporation the amount of sale or loan proceeds
necessary to pay the aggregate purchase price of the
shares of Common Stock as to which such exercise
relates and to sell the shares of Common Stock to be
issued upon exercise of the Option and deliver the
cash proceeds less commissions and brokerage fees to
the Option Holder or to deliver the remaining shares
of Common Stock to the Option Holder. Notwithstanding
the foregoing provisions, the Board of Directors may
limit the methods in which an Option may be exercised
by any person and, in processing any purported
exercise of an Option granted pursuant to the Plan,
may refuse to recognize the method of exercise
selected by the Option Holder (other than the method
of exercise set forth in Section 6:02(a)) if, in the
opinion of counsel to the Corporation, (i) the
Initial Holder or the Option Holder is or within the
six months preceding such exercise was subject to
reporting under Section 16(a) of the Exchange Act and
(ii) there is a substantial likelihood that the
method of exercise selected by the Option Holder
would subject the Initial Holder or the Option Holder
to a substantial risk of liability under Section 16
of the Exchange Act.
6:03 In addition to the alternative methods of exercise set forth
in Section 6:02, the Option Holder shall be entitled, at or
prior to the time the written notice provided for in Section
6:01 is delivered to the Corporation, to elect to have the
Corporation withhold from the shares of Common Stock to be
delivered upon exercise of the Option that number of shares of
Common Stock (determined based on the Fair Market Value of a
share of Common Stock on the date the notice set forth in
Section 6:01 is received by the Corporation) necessary to
satisfy any withholding taxes attributable to the exercise of
the Option. Alternatively the holder may elect to deliver
previously owned shares of Common Stock upon exercise of the
Stock Option to satisfy any withholding taxes attributable to
the exercise of the Stock Option. The maximum amount that an
Option Holder may elect to have withheld from the shares of
Common Stock otherwise deliverable upon exercise or the
maximum number of previously owned shares an Option holder may
deliver shall be equal to his or her federal and state
withholding. Notwithstanding the foregoing provisions, the
Board of Directors may include in the Option Agreement
relating to any such Option provisions limiting or eliminating
the Option Holder's ability to pay his or her withholding tax
obligation with shares of Common Stock or, if no such
provisions are included in the Option Agreement but in the
opinion of the Board of Directors such withholding would have
an adverse tax or accounting effect to the Corporation, at or
prior to exercise of the Option, the Board of Directors may so
limit or eliminate the Option Holder's ability to pay
withholding tax obligations with shares of Common Stock.
Notwithstanding the foregoing provisions, a holder of an
Option may not elect any of the methods of satisfying his or
her withholding tax obligation in respect of any exercise if,
in the opinion of counsel to the Corporation, (i) the Initial
Holder or the holder of the Stock Option is or within the six
months preceding such exercise was subject to reporting under
Section 16(a) of the Exchange Act and (ii) there is a
substantial likelihood that the election or timing of the
election would subject the Initial Holder or the holder of the
Nonqualified Stock Option Holder to a substantial risk of
liability under Section 16 of the Exchange Act.
6:04 An Option Holder at any time may elect in writing to abandon
an Option in respect of all or part of the number of shares of
Common Stock as to which the Option shall not have been
exercised.
6:05 An Option Holder shall have none of the rights of a
stockholder of the Corporation until the shares of Common
Stock covered by the Option are issued upon exercise of the
Option.
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ARTICLE 7:00
Limited Stock Appreciation Rights
7:01 Option Holders shall have Limited Stock Appreciation Rights
entitling Option Holders to receive, in connection with a
Change in Control (as defined in Section 7:02), a cash payment
in cancellation of all of their Options that are outstanding
on the date the Change in Control occurs (whether or not such
Options are then presently exercisable), which payment shall
be equal to the number of shares covered by the cancelled
Options multiplied by the excess over the exercise price of
the Options of the higher of (i) the Fair Market Value of a
share of Common Stock on the date of the Change in Control or
(ii) the highest per share price paid for the shares of Common
Stock in connection with the Change in Control (with the value
of any noncash consideration paid in connection with the
Change in Control to be determined by the Board of Directors
in its sole and absolute discretion). For purposes of this
Section 7:01 as well as the other provisions of this Plan,
once an Option or portion of an Option has terminated, lapsed
or expired, or has been abandoned, in accordance with the
provisions of the Plan, the Option (or the portion of the
Option) that has terminated, lapsed or expired, or has been
abandoned, shall cease to be outstanding. Limited Stock
Appreciation Rights shall not be exercisable at the discretion
of the Option Holder but shall automatically be exercised upon
a Change in Control.
7:02 For purposes of Section 7:01, a "Change in Control" shall mean
a change in control of the Corporation of a nature that would
be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Exchange
Act, whether or not the Corporation is in fact required to
comply therewith, provided that, without limitation, such a
Change in Control shall be deemed to have occurred if (A) any
"person" (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act), other than a trustee or other fiduciary
holding securities under an employee benefit plan of the
Corporation or any of its subsidiaries, or a corporation
owned, directly or indirectly, by the stockholders of the
Corporation in substantially the same proportions as their
ownership of stock of the Corporation, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the
Corporation representing 20% or more of the combined voting
power of the Corporation's then outstanding securities; or (B)
during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board of Directors
and any new director (other than a director designated by a
person who has entered into an agreement with the Corporation
to effect a transaction described in clauses (A) or (C) of
this Section 7:02) whose election by the Board of Directors or
nomination for election by the Corporation's stockholders was
approved by a vote of at least two-thirds of the directors
then still in office who either were directors at the
beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to
constitute a majority thereof; or (C) the stockholders of the
Corporation approve a merger, share exchange or consolidation
of the Corporation with any other corporation, other than a
merger, share exchange or consolidation which would result in
the voting securities of the Corporation outstanding
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting
securities of the surviving entity) at least 60% of the
combined voting power of the voting securities of the
Corporation or such surviving entity outstanding immediately
after such merger, share exchange or consolidation, or the
stockholders of the Corporation approve a plan of complete
liquidation of the Corporation or an agreement for the sale or
disposition by the Corporation of all or substantially all the
Corporation's assets.
7:03 Limited Stock Appreciation Rights shall be nontrans-ferable
and nonassignable, except that Limited Stock Appreciation
Rights shall automatically be transferred and assigned in
tandem with a transfer of the related Options in accordance
with Section 5:05.
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ARTICLE 8:00
Amendments and Discontinuance of the Plan
8:01 The Board of Directors shall have the right at any time and
from time to time to amend, modify, or discontinue the Plan
provided that, except as provided in Section 4:03, no such
amendment, modification, or discontinuance of the Plan shall
(i) revoke or alter the terms of any valid Option or Limited
Stock Appreciation Right previously granted pursuant to the
Plan, (ii) increase the number of shares of Common Stock to be
reserved for issuance and sale pursuant to Options or Stock
Appreciation Rights granted pursuant to the Plan, (iii)
decrease the price determined pursuant to the provisions of
Section 5:02 or increase the amount of cash that a holder of a
Limited Stock Appreciation Right is entitled to receive upon
exercise of a Limited Stock Appreciation Right, (iv) change
the class of individuals to whom Options or Limited Stock
Appreciation Rights may be granted pursuant to the Plan, or
(v) provide for Options or Limited Stock Appreciation Rights
exercisable more than 10 years after the date granted.
Notwithstanding the foregoing, the provisions of the Plan that
determine the amount, price or timing of benefits or the grant
or exercise of Options as Limited Stock Appreciation Rights
shall not be amended more than once every six months, unless
the amendment would be consistent with the provisions of Rule
16b-3(c)(2)(ii) promulgated under the Exchange Act (or any
successor provision thereto).
ARTICLE 9:00
Plan Subject to Governmental Laws and Regulations
9:01 The Plan and the grant and exercise of Options and Limited
Stock Appreciation Rights pursuant to the Plan shall be
subject to all applicable governmental laws and regulations.
Notwithstanding any other provision of the Plan to the
contrary, the Board of Directors may in its sole and absolute
discretion make such changes in the Plan as may be required to
conform the Plan to such laws and regulations.
ARTICLE 10:00
Duration of the Plan
10:01 No Option or Limited Stock Appreciation Right shall be granted
pursuant to the Plan after the close of business on April 30,
2005.
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