Exhibit 10(a)
As Amended
2/12/98 and 4/27/99
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 & low sole 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 "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.
1:09 The term "Option" or "Stock Option" shall mean a right granted pursuant
to the Plan to purchase shares of Common Stock.
1:10 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.
1:11 The term "Plan" shall mean The Black & Decker 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.
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 and upon each
successive reelection to the Board, a director who on the date of
election or reelection is not a full-time employee of the Corporation
shall automatically receive an Option to purchase 2,500 shares of
Common Stock, provided, however, that if the initial election occurs at
other than an annual meeting of stockholders, the number of shares
shall be prorated based on the number of months, rounded up to whole
months, in the twelve-month period ending at the next annual meeting of
stockholders.
ARTICLE 4:00
Stock Subject to the Plan
4:01 There shall be reserved for the granting of Option 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.
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 Each Option shall become exercisable eleven months after 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 Options
may be transferred by testamentary instrument or by the laws of descent
and distribution and 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.
5:06 If an Option 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 Option holder ceases to be a director
of the Corporation, except (i) to the extent previously exercised, (ii)
as provided in Section 5:07 and 5:08 and (iii) for a period of 30 days
after he or she 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 Option holder ceased to be a
director of the Corporation.
5:07 If an Option holder dies during the term of his or her Option without
having fully exercised the Option, the executor or administrator of his
or her estate or the person who inherits the right to exercise the
Option by bequest or inheritance shall have the right within three
years of the Option holder's death to purchase the number of shares of
Common Stock that the deceased Option holder 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 Option holder ceases to be a director of the Corporation without
having fully exercised his or her Option and (i) the Option holder is
65 years of age or older, or (ii) the Option holder has been a director
of the Corporation or any of its subsidiaries for at least 5 years,
then the Option holder shall have the right within three years of the
Option holder's termination as a director to purchase the number of
shares of Common Stock that the Option holder 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 Option 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 is
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
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 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 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 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 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.
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 if
they have been held for a period of at least six months from the date
of acquisition to the date of cash settlement), 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 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, 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.
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 of 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.