Exhibit 10.1

SNAP-ON INCORPORATED
NON-QUALIFIED STOCK OPTION AGREEMENT

THIS NON-QUALIFIED STOCK OPTION AGREEMENT, is granted by SNAP-ON INCORPORATED (the “Company”) to each individual receiving and accepting the offer contained in the Non-Qualified Stock Option Grant Offer Letter (each such person being known as the “Optionee”) pursuant to the Company’s 2001 Incentive Stock and Awards Plan (the “Plan”).

WHEREAS, the Company believes it to be in the best interests of the Company, its subsidiaries and its stockholders for its officers and other key employees to obtain or increase their stock ownership interest in the Company so that they will have a greater incentive to work for and manage the Company’s affairs in such a way that its shares may become more valuable; and

WHEREAS, the Optionee is employed by the Company or one of its subsidiaries as an officer or other key employee and has been selected by the Committee to receive an option;

NOW, THEREFORE, in consideration of the premises and of the services to be performed by the Optionee, the Company and the Optionee hereby agree as follows:

1.     OPTION GRANT

Subject to the terms of this Agreement and the Plan, the Company grants to the Optionee an option to purchase the number of shares of Common Stock of the Company as set forth in the Non-Qualified Stock Option Grant Offer Letter (the “Offer”) under the column titled “Quantity Granted” and at the price per share set forth in the Offer under the column titled “Grant Price”.  This option is not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2.     TIME OF EXERCISE

Subject to the termination provisions of paragraphs 3, 4 and 5, and provided that the Optionee is an employee of the Company or one of its subsidiaries on such date, the Optionee may purchase the non-qualified option shares pursuant to the schedule set forth in the Offer under the column titled “Vesting Schedule”.

If the Optionee terminates employment from the Company and its subsidiaries, only those option shares for which the right to purchase has accrued as of the date of such termination may be purchased after such termination (subject to the provisions of paragraphs 3, 4 and 5).  If the Optionee takes an unpaid leave of absence, then the Committee may defer the dates on which the Optionee may first purchase the option shares to take into account such leave of absence.

3.     TERMINATION OF OPTION

The Optionee may not exercise this option after, and this portion of the option will terminate without notice to the Optionee on, the earlier of:

(a)   Six (6) months after the date of the Optionee’s termination of employment from the Company and its subsidiaries for any reason other than for Cause or due to Disability, death or Retirement;

(b)   The date the Company or one of its subsidiaries terminates the Optionee’s employment for Cause;

(c)   Twelve (12) months after the date of termination of the Optionee’s employment from the Company and its subsidiaries by reason of death or Disability;

(d)   Three (3) years after the Optionee terminates employment from the Company and its subsidiaries on account of Retirement; or

(e)   Ten (10) years from the date of this Agreement.

For purposes of this paragraph 3, termination shall occur at 11:59 P.M. (Central Time) on the applicable date described above, except that if the Optionee is terminated for Cause, termination shall occur immediately at the time of such termination.

The Company is under no obligation, whatsoever, to update, remind or notify Optionee of any expiration date prior to the expiration of the options, regardless of whether Company voluntarily provides an update to Optionee or any other Plan Participant.

If the Company divests a subsidiary, division or other business unit, then the Committee will have the discretion to determine whether or not such divestiture of a subsidiary, division or other business unit results in termination of the Optionee’s employment from the Company and its subsidiaries for purposes of this Agreement, which discretion the Committee may exercise on a case by case basis.

In addition, if the Optionee takes a military, sick leave or other bona fide leave of absence from the Company and its subsidiaries, the Optionee will be considered to have terminated employment from the Company and its subsidiaries on the later of (i) the 91 st  day of such leave, or (ii) the last day that the Optionee’s right to reemployment following the end of such leave is guaranteed by law or contract with the Company or a subsidiary.

2

4.     TERMINATION FOR CAUSE

If the Company or one of its subsidiaries terminates the Optionee’s employment for Cause, then the Committee may determine that any exercises of this option within the six (6) month period prior to such termination will be deemed of no force and effect and the Committee may pursue any remedy or proceeding available to compel the Optionee to return to the Company any profits the Optionee realized (directly or indirectly) from exercising this option during such period.

5.     DETRIMENTAL ACTIVITY

(a)   If, within one (1) year after the Optionee’s termination of employment from the Company and its subsidiaries, the Company becomes aware that the Optionee had engaged in activity prior to his or her termination that would have constituted Cause for termination had the Company known of such activity, then the Committee may re-characterize the Optionee’s termination as a termination for Cause and/or may redetermine the date of such termination.  In such an event, the Optionee’s right to exercise this option will be terminated as of the Optionee’s deemed date of termination for Cause.

(b)   If, within six (6) months after the Optionee’s termination of employment from the Company and its subsidiaries, the Company becomes aware that the Optionee has engaged in Detrimental Activity subsequent to his or her termination, then the Committee may determine that the Optionee’s right to exercise this option will be terminated as of the date the Optionee engaged in the Detrimental Activity.

(c)   If the Optionee exercised this option during the period beginning six (6) months before the deemed date of termination for Cause in accordance with (a) above, or the date the Optionee engaged in Detrimental Activity in accordance with (b) above, and ending on the date of the Committee’s determination, then such exercise will be deemed of no force and effect and the Committee reserves its right to pursue any remedy or proceeding available to compel the Optionee to return to the Company any profits the Optionee realized (directly or indirectly) from exercising this option during such period.

(d)   If an allegation of Detrimental Activity by the Optionee is made to the Committee, then the Optionee’s ability to exercise this option will be suspended for the period the Committee determines to permit the Committee to investigate the allegation.

(e)   Notwithstanding any other provision hereof, the provisions of this Section 5 shall be null and void and of no effect upon the occurrence of a Change of Control (as defined in the Plan).

3

6.     EXERCISE PROCEDURES

(a)   The Optionee may exercise this option in whole or in part only with respect to any shares for which the right to exercise shall have accrued pursuant to paragraph 2 and only so long as paragraphs 3 and 5 do not prohibit such exercise.

(b)   This option may be exercised in accordance with such procedures as the Company may determine.  Currently, the Company has entered into an agreement with The Gallagher Group of Smith Barney to process stock option exercises.  Customer service representatives from the Gallagher Group are available from 8 a.m. – 4:30 p.m. CST on all New York Stock Exchange trading days.  They can be reached by phone or e-mail as follows:

An Optionee must talk to a Gallagher Group customer service representative in order to exercise any grants.  Transactions will not be processed based upon e-mail or voicemail instructions.

(c)   The Optionee must deliver a notice of option exercise, accompanied by payment of the purchase price and such additional amount (if any) as necessary to satisfy the Company’s tax withholding obligations, and such other documents or representations as may reasonably be requested to comply with securities, tax or other laws then applicable to the exercise of the option.  Delivery may be made in person, by nationally-recognized delivery service that guarantees overnight delivery, by facsimile, or by such other method as may be accepted by The Gallagher Group. A notice of option exercise received after the date of termination (as provided in paragraph 3) shall be null and void.

(d)   The Optionee may pay the purchase price in one or more of the following forms:

i.              a check for the purchase price of the shares being purchased; or

ii.             delivery of shares of Common Stock (including by attestation) that the Optionee has owned for at least six (6) months and that have a Fair Market Value (determined on the date of delivery) equal to the purchase price of the shares being purchased; or

iii.