Exhibit 10(iii)(c)
Form of award letter for grants of long term performance awards to
executive officers
It is my
pleasure to congratulate you for being selected to participate in
the Long Term Performance Award Program (the “Program”)
under The Stanley Works 2009 Long-Term Incentive Plan. This Program
is intended to provide substantial, equity-based rewards for
specified full-time members of our management team, provided
specific Performance Goals are achieved during the Measurement
Period (< DATE RANGE >).
In conjunction
with our short-term variable compensation program (MICP) and
our stock option/restricted stock unit program, the Program is an
important addition to your total compensation package, and provides
a strong additional incentive to continue increasing shareholder
value.
Each
participant in the Program will have an opportunity to earn a
number of Performance Shares (PS) based upon achievement of
the Performance Goals. Each PS unit represents one share of Stanley
Common Stock and, accordingly, the potential value of a
participant’s performance award under the Program may change
as our stock price changes.
The Performance
Goals applicable to this Award and the percentage of your total
bonus opportunity that applies to each goal will be communicated to
you by a member of Stanley’s Human Resources Department
within the next several days.
Your
performance award covers the following number of PS
units:
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Threshold
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Target
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Maximum
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<NUMBER1>
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<NUMBER2>
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<NUMBER3>
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Please see the
following pages for information on vesting and settlement,
definitions of capitalized terms used herein and for other Terms
and Conditions applicable to this Award, which Terms and Conditions
along with the 2009 Long-Term Incentive Plan will govern your
Award. If you have any questions, please call me, Jim Loree or Mark
Mathieu. Once again, thank you for your continued support and
congratulations on being selected to participate in this important
Program.
Exhibit 10(iii)(c)
Form of award letter for grants of long term performance awards to
executive officers
Terms and Conditions applicable
to
Long Term Performance Awards
This certifies
that The Stanley Works (the “Company" ) has on the
Date of this Award Letter granted to the Participant named above a
performance award (“Performance Award”) of that
number of Performance Units set forth in this Award Letter, subject
to certain restrictions and on the terms and conditions contained
in this Award Letter and The Stanley Works 2009 Long-Term Incentive
Plan, as amended from time to time (the “Plan" ). A
copy of the Plan is available upon request. In the event of any
conflict between the terms of the Plan and this Award Letter, the
terms of the Plan shall govern. This Performance Award represents
the right of the Participant to receive a number of Shares to be
issued if the Company achieves the Performance Goals for the
Measurement Period as set forth above.
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1.
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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 this Award Letter 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 Letter, a pro rata number
of Shares calculated as follows (rounded to the closest whole
number):
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S =
((A-L)/(N-L))x(SN-SL)
S =the
additional number of Shares to be issued
A =the actual
Performance Goal achieved (e.g., EPS, ROCE)
L =the
applicable Performance Goal reached (i.e., threshold, target or
maximum)
N =the next
highest applicable Performance Goal (i.e., target or
maximum)
SN =the number
of Shares designated for issuance at the next highest applicable
Performance Goal; and
SL = the number
of Shares designated for issuance at the applicable Performance
Goal reached.
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2.
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Vesting; form of
settlement. Performance Awards will become
vested at the time of settlement to the extent that the applicable
performance metrics have been achieved and provided that the
participant is continuously employed by Stanley until such time.
Performance Awards will be settled in shares of Stanley stock as
soon as practicable following the end of the Measurement Period.
For participants who were MICP Level 3 or higher at the time of
grant, the Shares will be distributed in the form of restricted
stock to the extent the participant does not hold the number of
shares specified in the Minimum Stock Ownership
Guidelines
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Exhibit 10(iii)(c)
Form of award letter for grants of long term performance awards to
executive officers
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set
forth below at the time of settlement. Any additional Shares will
be issued in the form of Unrestricted Stock. For all other
participants, Performance Awards will be settled in the form of
Unrestricted Stock. Participants will be entitled to vote and
receive dividends on Restricted Stock following the date of
distribution.
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The
Minimum Stock Ownership Guidelines are as follows:
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Position
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Multiple of Base
Salary
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3X
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