Exhibit 10(c)
[BLACK & DECKER LETTERHEAD]
April 19, 1999
via Facsimile: 518/782-7074
Mr. Paul F. McBride
5 East Ridge Road
Laudonville, New York 12211
Dear Paul:
This letter will confirm our offer and your acceptance of the position
of Executive Vice President and President - Power Tools and Accessories Group
reporting to me.
The following terms will apply:
1. The appointment is effective April 21, 1999.
2. Your salary will be $500,000 annually and will be reviewed
every fourteen months.
3. You will participate in Black & Decker's Annual Incentive Plan
with a target award of 75% of base salary and a maximum award
of 150% of salary without proration.
4. You will participate in The Black & Decker Performance Equity
Plan for the performance periods ending 1999 without proration
and thereafter with a target of 60% of your base salary.
5. We will recommend to the Board of Directors that you be
granted stock options to purchase 500,000 shares of Black &
Decker Common Stock with limited stock appreciation rights.
6. If terminated by the Company, you will receive a two-year
salary continuance in accordance with the Company's Executive
Salary Continuance Plan.
7. If terminated by the Company, your Black & Decker stock
options will continue to vest until the earlier of (a) the
date that the value of your options is equal to the value as
of April 21, 1999 of your unvested GE options and restricted
stock that you forfeit or (b) three years from your severance
date.
8. Finally, you will be eligible for the benefits listed on the
schedule attached to this letter.
By accepting this offer, you will agree that if your employment is
terminated, voluntarily or involuntarily, you will not (a) for a period of one
year accept employment with or engage in a business that competes with any Black
& Decker business that you have worked in or (b) disclose at any time to any
person the business plans, trade secrets, or confidential information pertaining
to The Black & Decker Corporation or any of its subsidiaries.
Paul, I am very excited about the prospect of you joining our Company.
Please give me a call if you have any questions about this letter or
would like copies of any of the plans referred to in this letter. Please date
and sign one of the enclosed copies and return it to me.
Sincerely,
/s/ Nolan D. Archibald
Nolan D. Archibald
ACCEPTED AND AGREED:
/s/ Paul F. McBride April 19, 1999
Paul F. McBride Date
BLACK & DECKER SCHEDULE OF BENEFITS
1. Supplemental Executive Retirement Plan (SERP) - See Attached.
2. Automobile Allowance - $1,350/paid monthly.
3. Basic life insurance - 125% of annual salary plus accidental
death and dismemberment and travel accident insurance per
Company policy.
4. Executive life insurance - five times annual salary.
5. Medical insurance (your choice of health care partnership or
standard medical plan).
6. Dental insurance (your choice of a dental HMO or a standard
indemnity plan).
7. Long-term disability plan (your choice of basic, preferred, or
premium).
8. Tax preparation expenses per Company policy.
9. Country Club membership per Company policy.
10. Moving costs from primary residence per Company policy.
(Grossed-up for taxes).