50 of the Top 250 law firms use our Products every day
Terms and Conditions Applicable
to
Long Term Performance Awards
issued pursuant to The Stanley Works 1997 and 2001 Long Term
Incentive Plans
This document
sets forth the Terms and Conditions applicable to long term
performance awards (“Performance Awards”) issued
to eligible Employees pursuant to either The Stanley Works 1997
Long-Term Incentive Plan or The Stanley Works 2001 Long-Term
Incentive Plan (the “Plan”) as described in the
Award Document.
Each
Performance Award represents the right of the Participant to
receive a number of Shares to be issued if the Company achieves
Performance Goals for the Measurement Period as set forth in the
Award Document.
|
|
1.
|
|
Time and Manner of
Settlement. As soon as practicable following
completion of the applicable Measurement Period, but in no event
later than March 15 of the year following the end of such
period, and assuming that the Threshold Performance Goals are
achieved and employment requirements are satisfied, the Company
shall issue a number of Shares to the Participant, in settlement of
the Participant’s Performance Award, equal to (i) the
number of Shares specified in the Award Document to be issued based
upon the Performance Goals achieved plus (ii) in the event
performance falls between the Threshold and Target or Target and
Maximum Goals as specified in the Award Document, a pro rata number
of Shares calculated as follows (rounded to the closest whole
number):
|
S =
((A-L)/(N-L))x(SN-SL)
where:
S = the
additional number of Shares to be issued
A = the
actual EPS or ROCE achieved
L = the
EPS or ROCE Goal reached
N = the
next highest EPS or ROCE Goal
SN =
the number of Shares designated for issuance at the next highest
EPS or ROCE Goal; and
SL = the number of Shares
designated for issuance at the EPS or ROCE Goal reached.
If, at the time
of settlement, the Participant meets or exceeds applicable Minimum
Ownership Guidelines set forth in the Award Document provided to
that Participant, Shares shall be issued in the form of
Unrestricted Stock. If the Participant does not meet the applicable
Minimum Ownership Guidelines at the time of settlement, the Shares
shall be issued in the form of Restricted Stock to the extent
necessary for such Participant to meet such Minimum Ownership
Guidelines at the time of settlement. Any additional Shares shall
be issued in the form of Unrestricted Stock.
|
|
2.
|
|
Rights of a Shareholder.
The Participant shall
not have any rights of a shareholder with respect to the
Performance Awards or any Shares issued in settlement thereof prior
to the date of settlement.
|
|
|
|
|
|
|
|
3.
|
|
Transferability.
Transferability shall be
as set forth in the Plan.
|
|
|
|
|
|
|
|
4.
|
|
Adjustments. Notwithstanding any other provision
hereof, the Committee shall have authority to make adjustments in
the terms and conditions of, and the criteria included in,
Performance Awards granted hereunder, as set forth in the
Plan.
|
|
|
|
|
|
|
|
5.
|
|
Miscellaneous.
The Committee shall have
full authority to administer the Performance Awards and to
interpret the terms of the Award Document and this document, which
authority includes the authority to waive certain conditions in
appropriate circumstances. All decisions or interpretations of the
Committee with respect to any question arising in respect of the
Performance Awards shall be binding, conclusive and final. The
waiver by Stanley of any provision of this document or an Award
Document shall not operate as or be construed to be a subsequent
waiver of the same provision or a waiver of any other provision of
this document or any Award Document. The validity and construction
of the terms of this document and any Award Document shall be
governed by the laws of the State of Connecticut. The terms and
conditions set forth in this document and any Award Document are
subject in all respects to the terms and conditions of the Plan,
which shall be controlling. The Participant agrees to execute such
other agreements, documents or assignments as ma
|
|
