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EXHIBIT
10(xi)(d)
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.
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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 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):
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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 the Minimum
Ownership Guidelines, 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.
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2.
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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.
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3.
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Transferability. Transferability shall be as set forth in the
Plan.
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4.
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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.
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5.
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Miscellaneous. The Committee shall have full discretionary
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 doc
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