As Amended April 23,
2009
THE STANLEY WORKS
EMPLOYEE STOCK PURCHASE PLAN
The Stanley Works
Employee Stock Purchase Plan offers a convenient way for Eligible
Employees to purchase shares of the Company Common Stock, on the
terms and conditions defined below, through payroll deductions and
without the payment of any commissions or fees.
It is the
intention of the Company to have the Plan qualify as an
“Employee Stock Purchase Plan” under Section 423
of the Code and the Plan shall be construed in accordance with such
purpose.
As used herein,
unless the context otherwise requires, the following words shall be
defined as follows:
(A) “Code”
means the Internal Revenue Code of 1986, as amended.
(B) “Committee”
means the Finance and Pension Committee of the Board of
Directors.
(C) “Company”
means The Stanley Works.
(D) “Company
Common Stock” means the common stock of the Company, par
value $2.50 per share.
(E) “Date
of Exercise” means the last NYSE trading day of any month
during the Plan Year.
(F) “Date
of Grant” means the first day of the Plan Year.
(G) “Earnings”
shall mean with respect to any Employee, the salary of such
Employee (excluding any incentive compensation) calculated in the
manner prescribed by the Committee from time to time.
(H) “Eligible
Employee” means an Employee eligible to purchase stock under
the Plan.
(I) “Employee”
means any person who is regularly and actively employed by the
Company or any Subsidiary and who receives from it regular
compensation, other than pension, retirement allowance, retainer,
or fee under contract. Any person whose customary employment is
less than twenty (20) hours per week, or less than five
(5) months per calendar year, shall not be considered an
Employee under this Plan.
(J) “Investment
Account” means the account established for the Participating
Employee with the transfer agent for the Company Common Stock for
the purpose of holding the shares purchased under the
Plan.
(K) “NYSE”
means the New York Stock Exchange.
(L) “Participating
Employee” means an Eligible Employee who elects to
participate in the Plan.
(M) “Plan”
means The Stanley Works Employee Stock Purchase Plan adopted by the
Board of Directors on December 21, 1994, subject to approval
by the shareholders on April 19, 1995.
(N) “Plan
Administrator” means an officer or employee of the Company to
whom the Committee has delegated the authority to administer the
Plan, subject to the rules and interpretive determinations
promulgated by the Committee.
(O) “Plan
Year” means a period of less than twenty-seven months for
which the Plan has been declared to be effective for offering and
selling unissued or reacquired Company Common Stock to Eligible
Employees.
(P) “Subsidiary”
means any corporation organized under the laws of any of the United
States or of Canada or its provinces or of any other jurisdiction
which the Committee shall designate, a majority of the voting stock
of which (exclusive of directors’ qualifying shares) is owned
by the Company or a Subsidiary of the Company.
(A) All
Employees, who have completed at least ninety (90) days in the
employ of the Company, or any of its Subsidiaries, or any
combination thereof, and who are currently Employees of the Company
or any of its Subsidiaries, are eligible to participate in the
Plan.
(B) Nothing
in the Plan or any instrument executed pursuant hereto shall confer
upon any Employee any right to continue in the employ of the
Company or any of its Subsidiaries nor shall anything in the Plan
affect the right of the Company or any of its Subsidiaries to
terminate the employment of any Employee, with or without
cause.
2
THREE.
PARTICIPATION AND PRICE
(A) Participation
shall be for one or more shares at a price which for each Plan Year
shall be the lower of 85% (or such higher percentage as the
Committee may determine from time to time) of the arithmetic mean
of the high and low prices for the Company Common Stock as reported
for the NYSE Composite Transactions on (i) the Date of Grant
(if the NYSE is not open on the Date of Grant, then on the next
preceding day on which the NYSE is open for trading) (the
“Plan Year Price”) or (ii) the Date of Exercise
(the “Month End Price”).
(B) In no
event shall the price be less than the par value per
share.
(C) Eligible
Employees may elect to participate in the Plan on a monthly basis
by authorizing regular payroll deductions. Elections received by
the fifteenth of one month will become effective for the first
payroll period in the next succeeding month. Elections received
after the fifteenth of one month will become effective for the
first payroll period in the second succeeding month. The amounts
deducted will accumulate during each calendar month and at the end
of such month will be applied to the purchase of full and
fractional shares of Company Common Stock at the lower of the Plan
Year Price or the Month End Price. If in any calendar month
purchases under the Plan would result in the issuance of more
shares than are reserved for issuance under the Plan, the number of
shares that Eligible Employees may purchase during such month shall
be reduced on a pro rata basis so that only the maximum number of
shares reserved for issuance will be issued, except that elections
to purchase one share will be honored in full.
(D) All full
and fractional shares purchased under the Plan will be issued in
book entry form and credited to a separate Investment Account
established for each Participating Employee within two weeks of the
Date of Exercise. Participating Employees shall receive dividends
with respect to the shares of Company Common Stock credited to his
or her Investment Account. Participating Employees have the option
to receive share certificates for a fee. Such fees will be
established at the beginning of each Plan Year.
(E) Participating
Employees have the option to participate in the Company’s
Dividend Reinvestment Program with respect to the shares purchased
under the Plan and to have all dividends paid with respect to the
full and fractional shares in a Participating Employee’s
Investment Account applied to the purchase of full or fractional
shares of Company Common Stock on the NYSE. Shares so purchased
shall be added to the shares held for the Participating Employee in
his/her Investment Account. Participating Employees who have
elected to participate in the Dividend Reinvestment Program will be
charged a quarterly fee as determined by the Committee from time to
time.
(F) The total
number of shares to be offered for purchase under this Plan is
limited to a maximum of Three Million (3,000,000) shares of Company
Common Stock, which may be unissued or reacquired shares, or a
combination thereof. The number of shares available for purchase in
e
|
