DEF 14A 1 stanley_def14a.htm DEFINITIVE PROXY STATEMENT

SCHEDULE 14A

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INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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	Stanley Black & Decker, Inc.
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March 11, 2014

Dear Fellow Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of Stanley Black & Decker, Inc. (“Stanley Black & Decker” or the “Company”) to be held at 9:30 a.m. on April 15, 2014, at Stanley Black & Decker University, 1000 Stanley Drive, New Britain, Connecticut 06053 (see directions on back cover).

This booklet includes the Notice of Annual Meeting of Shareholders and the Proxy Statement. The Proxy Statement describes the business to be conducted at the Annual Meeting and provides other important information about the Company that you should be aware of when you vote your shares.

The Board appreciates and encourages your participation. Whether or not you plan to attend the meeting, it is important that your shares be represented. PLEASE COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED OR REGISTER YOUR VOTE BY TELEPHONE OR ON THE INTERNET AT YOUR EARLIEST CONVENIENCE.

Very truly yours,

John F. Lundgren
Chairman and Chief Executive Officer

2014 Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Annual Meeting of Shareholders

	Time and Date:		9:30 a.m., April 15, 2014

	Place:		Stanley Black & Decker University
			1000 Stanley Drive
			New Britain, Connecticut 06053

	Record Date:		February 24, 2014

	Voting:		Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on.

Meeting Agenda

Election of directors
Approve selection of Ernst & Young LLP as the registered independent public accounting firm for fiscal 2014
Approve compensation of named executive officers on an advisory basis
Transact other business that may properly come before the meeting

Voting Matters and Vote Recommendation

			Page Reference
Proposal No.	Matter	Board Vote Recommendation	(for more detail)
1	Election of Directors	FOR EACH NOMINEE	1
2	Approve Ernst & Young LLP as the Registered Independent
	Public Accounting Firm for Fiscal 2014	FOR	46
3	Approve Compensation of Named Executive Officers on an
	Advisory Basis	FOR	47

Board Nominees

The following table provides summary information about each director nominee. (Please see “Item 1—Election of Directors” for more information). Each director is elected by a plurality of the votes cast. However, if a director nominee in an uncontested election receives more votes “against” than “for” election, the term of that director will end on the earlier of (1) 90 days or (2) the date the Board selects a successor; provided that the Board (excluding such nominee) will have the right to select any qualified individual to fill the vacancy (including, subject to the Board’s fiduciary duties to the Company, such nominee) (please see “Voting Information, Vote required for approval” for more information). Each director nominee is a current director and attended at least 75% of the aggregate of all meetings of the Board and each committee on which he or she sits that were held during the director nominee’s tenure.

(i)

Director

Committee Memberships

Name

Age

Since

Occupation

Independent

George W. Buckley

2010

Retired Executive Chairman of

3M Company

Patrick D. Campbell

2008

Retired Senior Vice President

and Chief Financial Officer,

3M Company

Carlos M. Cardoso

2007

Chairman of the Board,

President and Chief Executive

Officer of Kennametal, Inc.

Robert B. Coutts

2007

Retired Executive Vice

President, Electronic Systems

Lockheed Martin

Debra A. Crew

2013

President, PepsiCo Americas

Beverages

Benjamin H. Griswold, IV

2010

Chairman, Brown Advisory

Anthony Luiso

2010

Retired President-Campofrio

Spain, Campofrio Alimentacion,

S.A.

John F. Lundgren

2004

Chairman and Chief Executive

Officer of Stanley Black &

Decker, Inc.

Marianne M. Parrs

2008

Retired Executive Vice

President and Chief Financial

Officer of International

Paper Company

Robert L. Ryan

2010

Retired Senior Vice President

and Chief Financial Officer,

Medtronic, Inc.

____________________

E		Executive Committee
A		Audit Committee
CG		Corporate Governance Committee
FP		Finance and Pension Committee
CO		Compensation and Organization Committee
C		Chair

Corporate Governance Highlights

In 2013 an overwhelming majority of the Company’s shareholders, (92.9%), voted “for” the compensation of our named executive officers in connection with the “Say on Pay” vote. As part of the Board’s ongoing review of the Company’s corporate governance and compensation practices, the Board considered the results of last year’s Say on Pay vote, examined current views on corporate governance best practices and determined that our executive compensation programs are structured to reward pay for performance.

Auditors

We ask that the shareholders approve the selection of Ernst & Young LLP as our registered independent public accounting firm for fiscal year 2014. Please see “Item 2—Approval of Registered Independent Public Accounting Firm” for more information, including the amount of fees for services provided in 2012 and 2013.

(ii)

Executive Compensation Advisory Vote

The Board recommends shareholders vote to approve, on an advisory basis, the compensation paid to the Company’s named executive officers as described in this Proxy Statement for the reasons discussed in this Proxy Statement, including:

We attained double-digit total shareholder return of 12% in 2013 and recorded three-year annualized total shareholder return of 9%.
From announcement of the merger between The Stanley Works and Black & Decker in November 2009 to December 28, 2013, those shareholders who held The Stanley Works stock have seen a 79% increase in stock price and those shareholders who held Black & Decker stock have seen a 118% increase in the stock price (reflecting the issuance of 1.275 shares of The Stanley Works common stock for each share of Black & Decker stock).
The Board has reviewed current views on corporate governance best practices and considered the strong shareholder support for our programs as evidenced by last year’s Say on Pay vote and determined that our executive compensation programs are designed to reward pay for performance.
Our long-term performance targets are aggressive and pay for performance structure is functioning as it is meant to, as evidenced by the fact that three of our last five long-term incentive programs have paid out below target.
Our pay for performance alignment is strong, with pay opportunity targeted at the market median and realizable pay over the most recently available three-year period for the Chief Executive Officer showing strong alignment with our TSR performance.
Our compensation programs follow executive compensation best practices such as: no tax gross-ups on severance arrangements or perquisites; a policy prohibiting hedging of Company stock and a holding period requirement on executive stock ownership.

Please see “Item 3—Advisory Vote to Approve Compensation of Named Executive Officers” for more information.

2015 Annual Meeting

Shareholder proposals submitted for inclusion in our 2015 Proxy Statement pursuant to Rule 14a-8 of the Exchange Act must be received by us no later than November 11, 2014.
Notice of shareholder proposals for the 2015 Annual Meeting of Shareholders, submitted other than pursuant to Rule 14a-8, must be delivered to us no earlier than November 11, 2014 and no later than December 11, 2014.

Please see “Shareholder Proposals for the 2015 Annual Meeting” for more information.

(iii)

STANLEY BLACK & DECKER, INC.
1000 Stanley Drive
New Britain, Connecticut 06053
Telephone: 860-225-5111

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

March 11, 2014

To the Shareholders:

The Annual Meeting of Shareholders of Stanley Black & Decker, Inc. will be held at Stanley Black & Decker University, 1000 Stanley Drive, New Britain, Connecticut 06053 on April 15, 2014, at 9:30 a.m. for the following purposes:

	(1)		To elect the Board of Directors of Stanley Black & Decker, Inc.;

	(2)		To approve the selection of Ernst & Young LLP as the Company’s registered independent public accounting firm for the 2014 fiscal year;

	(3)		To approve, on an advisory basis, the compensation of the Company’s named executive officers; and

	(4)		To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

Shareholders of record at the close of business on February 24, 2014 are entitled to vote at the meeting and any adjournment or postponement thereof.

Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to Be Held on April 15, 2014: This Proxy Statement, together with the Form of Proxy and our Annual Report, are available free of charge by clicking on “SEC Filings” under the Investor section of the Company’s website (www.stanleyblackanddecker.com).

Bruce H. Beatt

Secretary

STANLEY BLACK & DECKER, INC.
1000 Stanley Drive
New Britain, Connecticut 06053
Telephone: 860-225-5111

PROXY STATEMENT FOR THE APRIL 15, 2014 ANNUAL MEETING OF SHAREHOLDERS

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of Stanley Black & Decker, Inc. (the “Company”), a Connecticut corporation, to be voted at the 2014 Annual Meeting of Shareholders, and any adjournment or postponement thereof (the “Annual Meeting”), to be held on the date, at the time and place, and for the purposes set forth in the foregoing Notice. No business may be transacted at the Annual Meeting other than the business specified in the Notice of the Annual Meeting, business properly brought before the Annual Meeting at the direction of the Board of Directors, and business properly brought before the Annual Meeting by a shareholder who has given notice to the Company’s Secretary that was received after November 15, 2013 and before December 15, 2013. The Company did not receive any such notice. Management does not know of any matters to be presented at the Annual Meeting other than the matters described in this Proxy Statement. If, however, other business is properly presented at the Annual Meeting, the proxy holders named in the accompanying proxy will vote the proxy in accordance with their best judgment.

This Proxy Statement, the accompanying Notice of the Annual Meeting and the enclosed proxy card are first being mailed to shareholders on or about March 11, 2014.

ITEM 1—ELECTION OF DIRECTORS

At the 2014 Annual Meeting, the shareholders will be asked to elect all of the nominees set forth below to the Board of Directors. Each director, if elected, will serve until the 2015 Annual Meeting and until the particular director’s successor has been elected and qualified.

The Board of Directors recommends a vote FOR the nominees. If for any reason any nominee should not be a candidate for election at the time of the meeting, the proxies may be voted, at the discretion of those named as proxies, for a substitute nominee.

Information Concerning Nominees for Election as Directors

		GEORGE W. BUCKLEY, retired, Executive Chairman of 3M Company, has been a director of the Company since March 2010. Mr. Buckley served as Chairman, President and Chief Executive Officer of 3M Company from December 2005 until May 8, 2012. From 1993 to 1997, Mr. Buckley served as the chief technology officer for the Motors, Drives, and Appliance Component Division of Emerson Electric Company. Later, he served as President of its U.S. Electric Motors Division. In 1997, he joined the Brunswick Corporation as a Vice President, became Senior Vice President in 1999, and became Executive Vice President in 2000. Mr. Buckley was elected President and Chief Operating Officer of Brunswick in April 2000 and Chairman and Chief Executive Officer in June 2000. As noted above, he was elected Chairman, President and Chief Executive Officer of 3M Company in December 2005. Mr. Buckley serves as Chairman of Smiths Group plc, a director of Hitachi Ltd and PepsiCo Inc. and also as Chairman of Arle Capital Partners and Chairman of Expro International. Within the past five years Mr. Buckley has served on the boards of 3M Company, Ingersoll-Rand plc and Tyco Corporation. Mr. Buckley, who is 67, is a member of the Audit Committee and of the Compensation and Organization Committee. As the former Chairman, President and Chief Executive Officer of 3M Company, Mr. Buckley provides the Board with the expertise and knowledge of managing a large, multi-national corporation. This knowledge, combined with his prior experience as the Chief Executive Officer of Brunswick Corporation, provides a valuable resource to the Board and management.

		PATRICK D. CAMPBELL, retired, Senior Vice President and Chief Financial Officer of 3M Company, was elected Lead Independent Director of the Company in February 2013 and has been a director of the Company since October 2008. Mr. Campbell served as Senior Vice President and Chief Financial Officer of 3M Company from 2002 to 2011. Prior to his tenure with 3M, Mr. Campbell had been Vice President of International and Europe for General Motors Corporation where he served in various finance related positions during his 25 year career with that company. Mr. Campbell is 61 years old and is a member of the Audit Committee, the Finance and Pension Committee and of the Executive Committee. As the former Senior Vice President and Chief Financial Officer of 3M Company, Mr. Campbell has expert knowledge in finance. Before he joined 3M Company, Mr. Campbell worked at General Motors in various capacities, including the role of Chief Financial Officer and Vice President of General Motors International Operations, based in Switzerland, for five years. This experience gives Mr. Campbell a perspective that he is able to use to help the Board understand the issues management confronts on a daily basis and to serve as a resource for management.

		CARLOS M. CARDOSO, Chairman of the Board, President and Chief Executive Officer of Kennametal, Inc., has been a director of the Company since October 2007. Mr. Cardoso joined Kennametal in 2003 and served as Vice President and Chief Operating Officer prior to assuming his current position in 2005. Prior to his tenure with Kennametal, Mr. Cardoso was President of the Pump Division of Flowserve Corporation from 2001 to 2003. Mr. Cardoso also serves as a director of Hubbell Incorporated. Mr. Cardoso is 56 years old and is a member of the Corporate Governance Committee and of the Compensation and Organization Committee. As the Chairman of the Board, President and Chief Executive Officer of Kennametal, Inc., Mr. Cardoso faces the challenge of managing a complex company on a daily basis. This experience, combined with the skills Mr. Cardoso has acquired in his leadership roles at Kennametal, Inc. and Flowserve Corporation, make him a valuable resource for the Board and management.

		ROBERT B. COUTTS, retired, Executive Vice President, Electronic Systems of Lockheed Martin, has been a director of the Company since July 2007. Mr. Coutts served as Executive Vice President, Electronic Systems of Lockheed Martin from 1998 through 2008. Prior to his tenure with Lockheed Martin, Mr. Coutts held senior management positions over a 20-year period with the General Electric Company. In addition, he is a director of Hovnanian Enterprises, Inc. and of Pall Corporation. Mr. Coutts is 64 years old and is Chair of the Corporate Governance Committee and a member of the Finance and Pension Committee and of the Executive Committee. Mr. Coutts’ long experience in senior management of Lockheed Martin and General Electric Company has led him to develop expertise in manufacturing, supply chain management, and government contracting that is of value to the Board as the Company continues to improve its global manufacturing operations and sourcing.

		DEBRA A. CREW, President, PepsiCo Americas Beverages, has been a director of the Company since December 2013. Ms. Crew served as President, Western European Region of PepsiCo from April 2010 through August 2012. Prior to her tenure with PepsiCo, Ms. Crew had been the General Manager and Chief Marketing Officer, Petcare US at Mars, Inc. from 2008 to 2010; Senior Vice President-Marketing, Frozen Snacks at Dreyer’s Grand Ice Cream (a division of Nestle S.A.) where she held a series of management roles from 2004 to 2008; and Category Business Director, Foodservice Division at Kraft Foods where she held a series of management positions from 1997 to 2004. Ms. Crew is 43 years old and is a member of the Corporate Governance Committee and of the Finance and Pension Committee. Ms. Crew brings to the Board an impressive record of success with leading global consumer products companies, as well as a broad range of experience in marketing, operations and strategy. Ms. Crew’s global perspective combined with proven commercial capabilities and exposure to world-class innovation planning processes provides tremendous value to the Board as the Company pursues profitable growth.

		BENJAMIN H. GRISWOLD, IV, Chairman, Brown Advisory, has been a director of the Company since March 2010. Mr. Griswold joined Alex. Brown & Sons in 1967, became a partner of the firm in 1972, was elected Vice Chairman of the Board and director in 1984, and became Chairman of the Board in 1987. Upon the acquisition of Alex. Brown by Bankers Trust New York Corporation in 1997, he became Senior Chairman of BT Alex. Brown, and upon the acquisition of Bankers Trust by Deutsche Bank in 1999, he became Senior Chairman of Deutsche Banc Alex. Brown, the predecessor of Deutsche Bank Securities Inc. Mr. Griswold retired from Deutsche Bank Securities Inc. in February 2005 and was appointed Chairman of Brown Advisory, an asset management and strategic advisory firm, in March 2005. Mr. Griswold also serves as non-executive Chairman of W.P. Carey, Inc. and Lead Director of Flowers Foods, Inc. He also serves on the Deutsche Bank Americas Client Advisory Board. In the non-profit sector, he is a trustee emeritus of the Johns Hopkins University and the Peabody Institute and chairs the Baltimore Symphony Orchestra’s Endowment Board. Mr. Griswold, who is 73, is Chair of the Compensation and Organization Committee and a member of the Audit Committee and of the Executive Committee. Mr. Griswold brings to the Board substantial experience with finance and investment banking matters after spending more than 30 years in the financial services industry, including a number of years in various leadership positions. Combined with his long tenure as a director of Black & Decker, Mr. Griswold is an important resource for the Board and management.

		ANTHONY LUISO, retired, President-Campofrio Spain, Campofrio Alimentacion, S.A., has been a director of the Company since March 2010. Mr. Luiso was employed by Arthur Andersen & Co. and, in 1971, joined Beatrice Companies, Inc. He held various positions at Beatrice, including President and Chief Operating Officer of the International Food Division and President and Chief Operating Officer of Beatrice U.S. Food. Mr. Luiso left Beatrice in 1986 to become Group Vice President and Chief Operating Officer of the Foodservice Group of International Multifoods Corporation and served as Chairman of the Board, President, and Chief Executive Officer of that corporation until 1996. He served as Executive Vice President of Tri Valley Growers during 1998. In 1999, he joined Campofrio Alimentacion, S.A., the leading processed meat products company in Spain, as President-International and subsequently served as President of Campofrio Spain through 2001. Mr. Luiso, who is 70, is Chair of the Audit Committee and a member of the Corporate Governance Committee and of the Executive Committee. Based on Mr. Luiso’s service as a director of Black & Decker for over 20 years, he has extensive knowledge of the Black & Decker business. This knowledge, together with his prior management experience, is of great value to the Board and management.

		JOHN F. LUNDGREN, Chairman and Chief Executive Officer of the Company, has been a director of the Company since March 2004. Mr. Lundgren served as Chairman and Chief Executive Officer of the Company from March 2004 through March 2010. In connection with the merger with Black & Decker, Mr. Lundgren relinquished his role as Chairman of the Board on March 12, 2010. On March 13, 2013, Mr. Lundgren again assumed the role of Chairman of the Board in addition to his role as Chief Executive Officer. Before he joined the Company, Mr. Lundgren served as President-European Consumer Products of Georgia Pacific Corporation from 2000 to 2004. Formerly, he had held the same position with James River Corporation from 1995 to 1997 and Fort James Corporation from 1997 to 2000 until its acquisition by Georgia-Pacific. Mr. Lundgren also serves on the board of Callaway Golf Company. Mr. Lundgren is 62 years old and is Chair of the Executive Committee. As the Chief Executive Officer of the Company, Mr. Lundgren provides the Board with knowledge of the daily workings of the Company and also with the essential experience and expertise that can be provided only by a person who is intimately involved in running the Company. Mr. Lundgren’s service on the Board and as Chief Executive Officer of the Company provides necessary continuity of leadership for the Company.

		MARIANNE M. PARRS, retired, Executive Vice President and Chief Financial Officer of International Paper, has been a director of the Company since April 2008. Ms. Parrs held a number of executive and management positions at International Paper Company since 1974, including Executive Vice President with responsibility for Information Technology, Global Sourcing, Global Supply Chain-Delivery from 1999 to 2005 and Executive Vice President and Chief Financial Officer from November 2005 until the end of 2007. Ms. Parrs also serves on the boards of CIT Group Inc.; Signet Jewelers Limited; the Rise Foundation in Memphis, Tennessee; New Memphis Institute in Memphis, Tennessee; Josephines Circle in Memphis, Tennessee; and the United Way of the Mid-South. Ms. Parrs is 69 years old and is a member of the Compensation and Organization Committee and of the Finance and Pension Committee. As the former Executive Vice President and Chief Financial Officer of International Paper Company, Ms. Parrs brings expert knowledge in finance to the Board. Ms. Parrs also brings experience in supply chain management and communication matters through an earlier role at International Paper Company. This experience makes Ms. Parrs a valuable resource for the Board and management.

ROBERT L. RYAN, retired, Senior Vice President and Chief Financial Officer, Medtronic Inc., has been a director of the Company since March 2010.

Mr. Ryan was a management consultant for McKinsey and Company and a Vice President for Citicorp. He joined Union Texas Petroleum Corporation as Treasurer in 1982, became Controller in 1983, and was promoted to Senior Vice President and Chief Financial Officer in 1984. In April 1993, Mr. Ryan was named the Senior Vice President and Chief Financial Officer of Medtronic, Inc. He retired from Medtronic in 2005. Mr. Ryan also serves as a director of Citigroup Inc. and General Mills, Inc., is a trustee of Cornell University, and within the past five years has served on the boards of UnitedHealth Group, Inc. and The Hewlett-Packard Company.

Mr. Ryan, who is 70, is Chair of the Finance and Pension Committee and a member of the Corporate Governance Committee and of the Executive Committee.

As the former Chief Financial Officer of Union Texas Petroleum Corporation and Medtronic, Inc., Mr. Ryan has extensive experience in finance matters and is a financial expert. Mr. Ryan also has served on a number of boards of public companies, and the experience gained by serving on those boards makes him a valuable resource for the Company.

Board of Directors

Qualifications of Directors and Nominees. The Company carefully considered the qualifications, skills and experience of each director when concluding that the director should serve on the Board. With respect to each individual director, the Company believes that the director is appropriate to serve on the Board due to the qualifications and experience described above. The Company believes that each of these directors should be reelected as their qualifications, skills and experience continue to be of value to the Company.

Board Leadership Structure. Under the terms of the Company’s Bylaws and Corporate Governance Guidelines, the Chairman presides at all meetings of the Board at which he is present and, jointly with the Lead Independent Director, establishes a schedule of agenda subjects to be discussed during the year at the beginning of each year and the agenda for each Board meeting. The Lead Independent Director presides at executive sessions of the Board and at any meeting of the Board at which the Chairman and Chief Executive Officer is not present, participates in the establishment of agendas as described in the preceding sentence, ensures that the views, opinions and suggestions of the other independent directors are adequately brought to the attention of the Chairman and Chief Executive Officer and, together with the Chairman and Chief Executive Officer, ensures that such views, opinions and suggestions are adequately addressed by the Board.

Risk Oversight. As required by our Corporate Governance Guidelines, during the orientation process for new directors, each director receives a presentation from the Company’s senior management that details the Company’s risk management policies and procedures. Our Audit Committee routinely discusses with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies. The Finance and Pension Committee also periodically reviews the Company’s risk management program and its adequacy to safeguard the Company against extraordinary liabilities or losses. The Finance and Pension Committee reports to the full Board regarding the status of the Company’s risk management program and policies, and any issues or concerns that may arise. To ensure that there is appropriate Board oversight of the risk management process, the Board is committed to having individuals experienced in risk management on both the Audit Committee and the Finance and Pension Committee.

Meetings. The Board of Directors met six times during 2013. The Board’s standing committees met the number of times shown in parentheses: Executive (0), Audit (4), Corporate Governance (5), Finance and Pension (3), and Compensation and Organization (6). The members of the Board serve on the committees described in their biographical material on pages 2-5. In 2013, each incumbent director attended at least 75% of the aggregate number of meetings of the Board of Directors and committees of the Board of Directors on which such director served that have been held since the director became a member of the Board or the applicable committees. Although the Company has no formal policy regarding attendance by members of the Board of Directors at the Company’s Annual Meetings, all but one of the members of the Board of Directors, who were members of the Board at the time, attended the 2013 Annual Meeting.

Director Independence. The Board of Directors has adopted Director Independence Standards which are available free of charge on the “Corporate Governance” section of the Company’s website (which appears under the “Investors” heading) at www.stanleyblackanddecker.com. The Board of Directors has made the determination that all director nominees standing for election, except Mr. Lundgren, are independent according to the Director Independence Standards, the applicable rules of the Securities and Exchange Commission, and as independence is defined in Section 303A of the New York Stock Exchange

listing standards. It is the policy of the Board of Directors that every member of the Audit, Corporate Governance, and Compensation and Organization Committees should be an independent director. The charters of each of these committees and the Board of Directors Corporate Governance Guidelines are available free of charge on the “Corporate Governance” section of the Company’s website at www.stanleyblackanddecker.com or upon written request to Stanley Black & Decker, Inc., 1000 Stanley Drive, New Britain, Connecticut 06053, Attention: Investor Relations. Changes to any charter, the Director Independence Standards or the Corporate Governance Guidelines will be reflected on the Company’s website.

Executive Committee. The Executive Committee exercises all the powers of the Board of Directors during intervals between meetings of the Board; however, the Executive Committee does not have the power to declare dividends or to take actions reserved by law to the Board of Directors. The Executive Committee operates under a charter, which is available free of charge on the “Corporate Governance” section of the Company’s website at www.stanleyblackanddecker.com.

Audit Committee. The Audit Committee nominates the Company’s independent auditing firm, reviews the scope of the audit, approves in advance audit and non-audit services, and reviews with the independent auditors and the Company’s internal auditors their activities and recommendations, including their recommendations regarding internal controls and critical accounting policies. The Audit Committee meets with the independent auditors, the internal auditors, and management, each of whom has direct and open access to the Audit Committee. The Board of Directors has made the determination that all of the members of the Audit Committee are independent according to the Director Independence Standards, the applicable rules of the Securities and Exchange Commission, and as independence is defined in Section 303A of the New York Stock Exchange listing standards. The Audit Committee has issued a standing invitation to all members of the Board of Directors to attend Audit Committee meetings. The Board of Directors has determined that Anthony Luiso meets the requirements for being an Audit Committee Financial Expert as that term is defined in Item 407(d)(5) of Regulation S-K and that all members are financially literate under the current New York Stock Exchange listing standards. The Audit Committee operates under a charter, which is available free of charge on the “Corporate Governance” section of the Company’s website at www.stanleyblackanddecker.com.

Corporate Governance Committee. The Corporate Governance Committee makes recommendations to the Board of Directors as to Board membership and considers names submitted to it in writing by shareholders as well as recommendations from third party search firms, current directors, Company officers, employees and others. The Corporate Governance Committee recommends directors for Board committee membership and committee chairs, and recommends director compensation. The procedures and processes followed by the Corporate Governance Committee in connection with the consideration and determination of director compensation are described below under the heading “Director Compensation.” The Corporate Governance Committee has taken the lead in articulating the Company’s corporate governance guidelines and establishing a procedure for evaluating Board performance. The Corporate Governance Committee also approves policy guidelines on charitable contributions. The Company’s Bylaws require that every director be a shareholder of the Company. While the Corporate Governance Committee does not have specific minimum qualifications for potential directors, all director candidates, including those recommended by shareholders, are evaluated on the same basis. In evaluating candidates, including existing Board members, the Corporate Governance Committee considers an individual candidate’s personal and professional responsibilities and experiences, the then-current composition of the Board, and the challenges and needs of the Company in an effort to ensure that the Board, at any time, is comprised of a diverse group of members who, individually and collectively, best serve the needs of the Company and its stockholders. In general, and in giving due consideration to the composition of the Board at the time a candidate is being considered, the desired attributes of individual directors are: integrity and demonstrated high ethical standards; experience with business administration processes and principles; the ability to express opinions, raise difficult questions, and make informed, independent judgments; knowledge, experience, and skills in at least one specialty area (such as accounting or finance, corporate management, marketing, manufacturing, technology, information systems, international business, or legal or governmental affairs); the ability to devote sufficient time to prepare for and attend Board meetings; willingness and ability to work with other members of the Board in an open and constructive manner; the ability to communicate clearly and persuasively; and diversity with respect to other characteristics, which may include, at any time, gender, ethnic background, geographic origin, or personal, educational and professional experience.

The Board of Directors has made the determination that all of the members of the Corporate Governance Committee are independent according to the Director Independence Standards, applicable rules of the Securities and Exchange Commission, and as independence is defined in Section 303A of the New York Stock Exchange listing standards. The Corporate Governance Committee operates under a charter, which is available free of charge on the “Corporate Governance” section of the Company’s website, www.stanleyblackanddecker.com.

Shareholders who wish to submit names to be considered by the Corporate Governance Committee for nomination for election to the Board of Directors should, as set forth in the Company’s Bylaws, send written notice to the Secretary of the Company to be received at its principal executive offices at least 90 days but no more than 120 days prior to the anniversary of the date on which the Proxy Statement was first mailed relating to the immediately preceding Annual Meeting, which notice should set forth (i) the name and record address of the shareholder of record making such nomination and any other person on whose behalf the nomination is being made, and of the person or persons to be nominated, (ii) the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by such shareholder or such other person, (iii) a description of all arrangements or understandings between such shareholder and any such other person or persons or any nominee or nominees in connection with the nomination by such shareholder, (iv) such other information regarding each nominee proposed by such shareholder as would be required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required to be disclosed, pursuant to the rules of the Securities and Exchange Commission had the nominee been nominated or intended to be nominated by the Board of Directors, and shall include a consent signed by each such nominee to be named in the Proxy Statement for the Annual Meeting as a nominee and to serve as a director of the Company if so elected, and (v) a representation that such shareholder intends to appear in person or by proxy at the Annual Meeting to make such nomination.

Compensation and Organization Committee. The Compensation and Organization Committee (the “Compensation Committee”), with the assistance of its compensation consultant, periodically conducts on-going evaluations of existing executive compensation programs and administers the Company’s executive compensation plans. The Compensation Committee met six times during 2013 and met in executive session at the end of each of those meetings to review different aspects of the Company’s executive compensation programs. The Compensation Committee has retained Pay Governance LLC as an independent compensation consultant to advise the Compensation Committee. Representatives from Pay Governance LLC were present at all six meetings of the Compensation Committee. No management employees participated in executive sessions relating to compensation arrangements for our Chief Executive Officer. The procedures and process followed by the Compensation Committee in connection with the consideration and determination of executive compensation are described below under the heading “Executive Compensation.” The Board of Directors has made the determination that all of the members of the Compensation Committee are independent according to the Director Independence Standards, applicable rules of the Securities and Exchange Commission, and as independence is defined in Section 303A of the New York Stock Exchange listing standards. The Compensation Committee operates under a charter, which is available free of charge on the “Corporate Governance” section of the Company’s website, www.stanleyblackanddecker.com. The following persons served as members of the Compensation Committee during 2013: John G. Breen, George W. Buckley, Carlos M. Cardoso, Benjamin H. Griswold, IV (Chair), Anthony Luiso and Marianne M. Parrs.

Finance and Pension Committee. The Finance and Pension Committee advises in major areas concerning the finances of the Company and oversees the Company’s administration of its qualified and non-qualified defined contribution and defined benefit retirement plans. The Board of Directors has made the determination that all of the members of the Finance and Pension Committee are independent according to the Director Independence Standards, applicable rules of the Securities and Exchange Commission, and as independence is defined in Section 303A of the New York Stock Exchange listing standards.

Director Compensation. The Company pays its directors who are not employees of the Company or any of its subsidiaries an annual retainer and pays an additional fee to those non-employee directors who serve as committee chairs and to the Lead Independent Director. The annual retainer fee paid to non-employee directors during 2013 was $125,000. In addition, fees for committee chairs were $20,000 per year for the chairs of the Audit Committee and the Compensation Committee. The fees paid to the chairs of the Corporate Governance Committee and the Finance and Pension Committee were $15,000 per year and the Lead Independent Director fee was $25,000 per year. Non-employee directors may defer any or all of their fees in the form of Company common stock or as cash accruing interest at the five-year Treasury bill rate. The Company also grants its non-employee directors Restricted Stock Units with dividend equivalent rights pursuant to the Company’s Restricted Stock Unit Plan for Non-Employee Directors (the “Director RSU Plan”). These Awards are fully vested at the time of grant and entitle each recipient to a cash payment equal to the market value of a share of Company common stock at the time of settlement plus accrued dividends from the date of grant. The settlement date is the date specified by the director as the date, or dates, on which distributions are to be made following the date on which the director ceases to be a director of the Company. Distributions may be made in a single lump sum in the first year following the termination of the director’s service or in up to ten equal annual installments, at the election of the director. On April 16, 2013, each non-employee director of the Company received 1,628 Restricted Stock Units with dividend equivalent rights pursuant to the Director RSU Plan. Directors may also receive Company products with an aggregate value of up to $5,000 annually.

Stock Ownership Policy for Non-Employee Directors. The Board maintains a Stock Ownership Policy for Non-Employee Directors, a copy of which can be found on the “Corporate Governance” section of the Company’s website at www.stanleyblackanddecker.com. Pursuant to that policy, Directors are required to defer their cash fees in the form of Company common stock until they acquire, and maintain in accordance with the Policy, shares having a value equal to 500% of the annual cash retainer.

Executive Sessions and Communications with the Board. Pursuant to the Corporate Governance Committee Charter, the Lead Independent Director presides over executive (non-management) meetings of the Board. Shareholders or others wishing to communicate with the Lead Independent Director, the Board generally, or any specific member of the Board of Directors may do so by mail addressed to Stanley Black & Decker, Inc., c/o Corporate Secretary, 1000 Stanley Drive, New Britain, Connecticut 06053 or by calling the Company’s Ethics Hotline, an independent toll-free service at 1-800-424-2987 (extension 53822).

Business Conduct Guidelines. The Company has adopted a worldwide set of Business Conduct Guidelines applicable to all of its directors, officers and employees and a code of ethics for the Chief Executive Officer and senior financial officers. Copies of these documents are available free of charge on the “Corporate Governance” section of the Company’s website at www.stanleyblackanddecker.com or otherwise upon request addressed to Stanley Black & Decker, Inc., 1000 Stanley Drive, New Britain, Connecticut 06053, Attention: Investor Relations.

Director Continuing Education. The Company regularly provides directors with continuing education on a variety of topics. In 2013, subjects covered with Board members included current trends in corporate governance and executive compensation, implications of new legal requirements and directors’ liability and insurance. In addition, the Company provided all directors with a subscription to Agenda, a weekly publication that focuses on governance issues of interest to directors of public companies.

Related Party Transactions. Pursuant to the Company’s Business Conduct Guidelines, employees, officers and directors are required to bring any potential conflict of interest, including any proposed related party transaction involving a related person as that term is defined in Item 404(a) of Regulation S-K (“Related Person”), to the attention of the General Counsel. The General Counsel obtains the facts to determine whether a conflict or potential conflict exists and determines the appropriate action in consultation with appropriate members of management. Where a proposed transaction involves a Related Person, the General Counsel discusses the reasons for the transaction with appropriate members of management. In the event management believes it is in the best interest of the Company to proceed with the transaction, the proposed transaction is brought to the attention of the Board for its review and approval.

Security Ownership of Certain Beneficial Owners

No person or group, to the knowledge of the Company, owned beneficially more than five percent of the outstanding common stock of the Company as of February 24, 2014, except as shown in this table.

	(2) Name and address of	(3) Amount and nature of		(4) Percent of
(1) Title of class	beneficial owner	beneficial ownership		class
Common Stock	FMR LLC	12,759,494	(3,836,604 sole voting	7.2%
$2.50 par value	245 Summer Street		power; 0 shared voting
	Boston, MA 02210		power; 12,759,494 sole
			dispositive power)
Common Stock	BlackRock, Inc.	11,003,433	(9,358,705 sole voting	6.2%
$2.50 par value	40 East 52nd Street		power; 0 shared voting
	New York, NY 10022		power; 11,003,433 sole
			dispositive power)
Common Stock	The Vanguard Group - 23-1945930	9,507,529	(252,637 sole voting	5.3%
$2.50 par value	100 Vanguard Blvd.		power; 0 shared voting
	Malvern, PA 19355		power; 9,270,506 sole
			dispositive power;
			237,023 shared
			dispositive power)

* The information in the foregoing table is drawn from Schedule 13G reports filed with the Securities and Exchange Commission on or before February 24, 2014.

Security Ownership of Directors and Officers

Except as reflected in the table below, no director, nominee, or executive officer owns more than 1% of the outstanding common stock of the Company. As of February 24, 2014, the executive officers, nominees, and directors as a group owned beneficially 3.0% of the outstanding common stock. The following table sets forth information regarding beneficial ownership as of February 24, 2014 with respect to the shareholdings of the directors, nominees for director, each of the executive officers named in the table on page 24, and all directors, nominees for director, and executive officers as a group. Except as noted below, the named individual has sole voting and investment power with respect to the shares shown.

	Common Shares		Percent of
Name	Owned		Class Owned
Donald Allan, Jr.	156,305	(1)	*
Jeffery D. Ansell	106,949	(1)(3)(5)	*
Nolan D. Archibald	2,646,368	(1)	1.0	%
D. Brett Bontrager	78,192	(1)	*
George W. Buckley	15,351		*
Patrick D. Campbell	10,190	(2)	*
Carlos M. Cardoso	11,764	(2)	*
Robert B. Coutts	12,841	(2)	*
Debra A. Crew	0		*
Benjamin H. Griswold, IV	54,164		*
James M. Loree	527,300	(1)(3)(4)	*
Anthony Luiso	81,201	(2)	*
John F. Lundgren	1,200,823	(1)	*
Marianne M. Parrs	8,196	(2)	*
Robert L. Ryan	7,866	(2)(6)	*
Directors, nominees and executive officers as a group (27 persons)	5,518,841	(1)-(6)	3.0	%

*		Less than 1%
(1)		Includes shares that may be acquired through the exercise of stock options on or before April 24, 2014 as follows: Mr. Allan, 60,000; Mr. Ansell, 36,250; Mr. Archibald, 2,617,441; Mr. Bontrager, 18,750; Mr. Loree, 215,850; Mr. Lundgren, 507,610, and all directors, nominees and executive officers as a group, 3,756,712, and shares that may be acquired upon vesting of RSUs on or before April 24, 2014 as follows: Mr. Allan, 25,000; Mr. Ansell, 25,000; Mr. Bontrager, 25,000; Mr. Loree, 100,000; Mr. Lundgren, 162,500; and all directors, nominees and executive officers as a group, 392,500.
(2)		Includes the share accounts maintained by the Company for those of its directors who have deferred their director fees as follows: Mr. Campbell, 10,190; Mr. Cardoso, 11,764; Mr. Coutts, 12,841; Mr. Luiso, 6,709; Ms. Parrs 4,196; Mr. Ryan, 5,805; and all directors as a group, 51,505.
(3)		Includes shares held as of February 24, 2014 under the Company’s savings plans (Stanley Black & Decker Retirement Account Plan and Stanley Black & Decker Supplemental Retirement Account Plan, respectively), as follows: Mr. Ansell, 1,255 /1,150; Mr. Loree, 672 /2,109; and all executive officers as a group, 8,650 /3,536.
(4)		Includes restricted share unit accounts maintained by the Company as follows: Mr. Loree, 40,000; and all executive officers as a group, 40,000.
(5)		Includes 5,904 shares held by Mr. Ansell in a trust.
(6)		Includes 2,061 shares held by Mr. Ryan in a trust.

Audit Committee Report

In connection with the financial statements for the fiscal year ending December 28, 2013, the Audit Committee: (1) reviewed and discussed the audited financial statements with management; (2) discussed with the independent auditors the matters required to be discussed under Statement on Auditing Standards No. 61, as amended; and (3) received the written disclosures and the letter from the independent accountants required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and discussed with the independent accountants the independent accountants’ independence. Based upon these reviews and in reliance upon these discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for filing with the Securities and Exchange Commission.

Audit Committee

Anthony Luiso (Chair)

George W. Buckley

Patrick D. Campbell

Benjamin H. Griswold, IV

Compensation and Organization Committee Report

The Compensation and Organization Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on this review and discussion, the Compensation and Organization Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement and its Annual Report on Form 10-K.

Compensation and Organization Committee

Benjamin H. Griswold, IV (Chair)

George W. Buckley

Carlos M. Cardoso

Marianne M. Parrs

Executive Compensation

Compensation Discussion and Analysis

Executive Summary

The merger with The Black & Decker Corporation (“Merger”) was an important achievement in our ongoing strategy to diversify, transform and profitably expand our business portfolio. The Merger, which was completed on March 12, 2010, expanded the Company’s global reach in both hand and power tools and enhanced our global cost leadership. We have successfully unlocked over $500 million of cost synergies in the years since the Merger, more than $150 million greater than was projected at the time. We have also attained approximately $370 million of the expected $300-$400 million in Merger revenue synergies at the end of 2013.

The work we have done since the Merger contributed to these results, as we continued to introduce new and innovative products in various businesses around the world, increase the diversity of our customer base, and expand in various geographies through acquisition. From the date the Merger was announced to December 28, 2013, those shareholders who held The Stanley Works stock have seen a 79% increase in stock price and the shareholders who held Black & Decker stock have seen a 118% increase in the stock price (reflecting the issuance of 1.275 shares of The Stanley Works common stock for each share of Black & Decker stock). Additionally, when factoring in the reinvestment of a consistently increasing dividend since the Merger, the total shareholder return to legacy shareholders of The Stanley Works is 99% and to legacy shareholders of Black & Decker is 140%. For shareholders of both companies, the returns exceed the 76% increase seen by investors in the S&P 500 over the same period of time.

Our post-Merger compensation programs have had an important and direct influence on the financial goals we have attained and the value that has been delivered to shareholders. As depicted in the chart below, approximately 75-85% of our executives’ compensation opportunity is variable, tied directly to the achievement of financial goals reflecting the Merger synergy goals we have described above, or share price performance. The result has been strong pay for performance alignment.

2013 Named Executive Officer Pay Mix At Target

The rewards earned by our executives in 2013 reflect our achievement relative to our pre-established goals, including:

Pay and Performance: Considering all elements of compensation (salary, annual incentives, performance units and an annual portion of our long-term retention grants), we found that our executives’ pay is strongly aligned with our compensation philosophy as well as our operational and total shareholder return (“TSR”) performance, measured relative to our compensation peer group.

Pay Opportunity: Total compensation opportunity for our named executive officers is targeted to and reasonably aligned with the 50^th percentile of our peer group.
Pay and Performance: An analysis of realizable pay, as a percentage of targeted pay opportunity, over the most recently available three-year period (2010-2012) for the Chief Executive Officer showed strong alignment with our TSR performance. Further, realizable pay for our executives, in aggregate, was at the 63^rd percentile relative to peers, and our TSR and composite performance were at the 52^nd and 56^th percentiles, respectively.

Annual Incentive Compensation - Management Incentive Compensation Plan (“MICP”): The Company’s performance in 2013 resulted in a weighted payout across all measures of 88.6% of target as detailed on page 16. The 2013 earnings per diluted share (“EPS”) result fell below the threshold goal and as a result there was no payout for named executive officers on that metric for the 2013 MICP.

Long-Term Incentives - Performance Units: The Company’s performance during the 2011-2013 performance cycle resulted in a weighted average goal achievement across all measure of 61.3% of target as detailed on page 19. Over the three year performance period we achieved TSR at the 16^th percentile of the LTIP peer group and as a result there was no payout for the TSR-based portion of the award. The EPS and return on capital employed (“ROCE”) results for 2013 fell below threshold and as a result, there was no payout with respect to those metrics for the 2013 portion of the 2011-2013 cycle.
Long-Term Incentives - Time Based Stock Awards and Stock Options: We also provide our executives an annual equity grant, comprised of time-vested restricted stock units and stock options, which represents approximately one-third of target annual total pay, on average, and supports the retention and stability goal within our program while also maintaining alignment with shareholders as the value of restricted stock units and stock options is tied to our share price.

In addition, our compensation programs follow executive compensation governance best practices, including:

Robust stock ownership guidelines of 10x base salary for our Chairman and Chief Executive Officer, 5x for our President and Chief Operating Officer and Chief Financial Officer and 3x for all other executive officers.
Holding period requirement of 1-year after vesting of restricted stock units or the exercise of stock options to further align executive ownership with shareholder returns.
No excise tax gross-ups are provided in any change-in-control severance arrangements entered into after 2010.
Double trigger vesting provisions requiring both the occurrence of a change-in-control of the Company and termination of employment in order for replacement awards to vest under our annual MICP and our Long-Term Incentive Compensation Plan.
No tax gross-ups on perquisites.
Compensation program risk assessment conducted annually and reviewed by the Compensation Committee.
Policy regarding forfeiture of incentive awards in the event of a financial restatement under certain circumstances.
Policies prohibiting hedging and discouraging pledging of Company stock are maintained.
Executive compensation opportunity is benchmarked at the 50^th percentile of our peers.
Chief Executive Officer long-term incentive compensation mix historically has been at least 50% performance units.
Dividend equivalents are paid on certain equity compensation awards only if the underlying award is earned or vested.
Internal pay ratio between our Chairman and Chief Executive Officer and our President and Chief Operating Officer is reasonable.
Our 2013 Long-Term Incentive Plan expressly prohibits option re-pricing and cash buyouts of so called “out-of-the-money” options without shareholder approval.
Realizable pay analysis is conducted to demonstrate the impact of performance on pay actually realizable to our Chairman and Chief Executive Officer.

Our Response to the Say on Pay Vote:

The Board has reviewed current views on corporate governance best practices and considered the strong shareholder support for our programs. Over 92% of shareholders voted in support of our Management Say on Pay proposal last year, reaffirming our view that our executive compensation programs are designed to reward pay for performance.

At the 2014 Annual Meeting of Shareholders we will again hold an advisory vote to approve executive compensation. The Compensation Committee will continue to consider the results of these annual advisory votes in the governance and design of executive compensation programs as it evaluates what is in the best interest of the Company’s shareholders.

Our Executive Compensation Program

The purpose of our executive compensation program is to attract and retain talent and to reward our executives for performance that benefits the Company. To that end, we seek to compensate our executives in a manner that:

is competitive;
rewards performance that creates shareholder value, while maintaining an appropriate balance between profitability and stability; and
encourages executives to drive efficiencies by using capital judiciously.

Setting Compensation

Philosophy

As a general proposition, the Compensation Committee believes that aggregate expenditures for executive base salaries should be managed to the median of salary expenditures when compared to comparable companies. The Compensation Committee also believes that annual and long-term incentive compensation expenditures should be targeted at median market levels. Targeting the market median, while giving executives the opportunity to earn more (or less) than this amount based on Company performance, ensures that the Company can attract and retain the high caliber of executive talent it seeks. In 2013, the Compensation Committee reviewed market data and other information presented by Pay Governance LLC (“Pay Governance”) and Towers Watson. The Compensation Committee found that, on average for the named executive officers (other than Mr. Archibald), 2012 annual compensation (at target opportunity) was close to the intended median positioning. Mr. Archibald, who retired from the Company in March 2013, had compensation levels negotiated in connection with the Merger (as discussed elsewhere in this Proxy Statement) and those levels were based on various legacy Black & Decker practices and other Merger-related factors.

			Target Total Compensation
	Base Salary	Target Total Cash	(excluding Merger specific awards)
Targeted Positioning:	Median	Median	Median
Actual Positioning:
- vs. Peer Group	8% Above Median	12% Above Median	18% Above Median

Process

In developing and maintaining appropriate compensation programs and target compensation levels for our executive officers, including our named executive officers, the Compensation Committee:

monitors and evaluates executive compensation by periodically reviewing detailed “tally sheets” for each named executive officer. The tally sheets provide an overview of annual compensation and benefit values offered to each executive, the value of all outstanding equity awards, the accrued value of retirement benefits, and the amount of the Company’s other obligations in the event the executive’s employment terminates under various circumstances, including death, disability, involuntary termination without cause, or in connection with a change in control of the Company.
annually reviews market data prepared by its compensation consultant to ensure that compensation levels are in line with the labor markets in which we compete for executive talent. The primary set of market data comes from the compensation information publicly filed by the following 16 companies, our peer group.

Danaher Corp.	Ingersoll-Rand	Sherwin Williams
Dover Corp.	Jarden Corp.	SPX Corp.
Eaton Corporation	Masco Corp.	Textron
Emerson Electric	Newell Rubbermaid	Tyco International
Illinois Tool Works	Parker Hannifin	W. W. Grainger
		Whirlpool Corp.

These data points create ranges of compensation values that the Compensation Committee considers in setting executive salary levels and incentive opportunities that are consistent with the Company’s overall objectives. The benchmark data reviewed by the Compensation Committee are statistical summaries of the pay practices at these companies and are not representative of the compensation levels at any one organization.

annually reviews the Company’s financial performance, including an assessment provided by its compensation consultant of actual compensation received by the named executive officers and also the compensation realizable by our Chairman and Chief Executive Officer in relation to the performance of the Company. Based on the results of this assessment and within the broader framework of the Company’s annual and long-term financial results, the Compensation Committee assesses whether the Company’s incentive programs are working as intended and paying for performance. As noted in the Executive Summary, compensation realizable by our Chairman and Chief Executive Officer and received by our executive officers was strongly aligned with our performance over the three-year period.
discusses compensation matters, other than those pertaining to the Chairman and Chief Executive Officer, with our Chairman and Chief Executive Officer and other management representatives, and meets in executive session with its compensation consultant, without management present, to evaluate management’s input. The Compensation Committee also solicits comments from other Board members regarding its recommendations at regularly scheduled Board meetings.
establishes performance goals for the Company’s short-term and long-term performance award programs. Performance goals for our performance award programs are recommended by management based on the Company’s historical performance, strategic direction, and anticipated future operating environment, and are generally established during the first quarter of a performance cycle. These goals are tied to the Company’s strategic business plan and annual operating budget, which are approved by our Board at or prior to the time the goals are set. The Compensation Committee evaluates the appropriateness of the proposed goals, and from time to time requests its compensation consultant to opine on the degree of difficulty inherent in achieving those goals. The Compensation Committee has final authority over goal-setting and approves the goals when satisfied that they are set at reasonable but appropriately challenging levels.

Role of Consultant

To enhance the Compensation Committee’s ability to perform its responsibilities, the Compensation Committee has in recent years retained the services of an independent compensation consultant. The Compensation Committee has retained Pay Governance to consult and advise on executive compensation issues since October 2011. As advisor to the Compensation Committee, Pay Governance reviewed the total compensation strategy and pay levels for the Company’s named executive officers, examined all aspects of the Company’s executive compensation programs to ensure their ongoing support of the Company’s business strategy, informed the Compensation Committee of developing regulatory considerations affecting executive compensation and benefit programs, and provided general advice to the Compensation Committee with respect to compensation decisions pertaining to the Chairman and Chief Executive Officer and senior executives. Pay Governance works exclusively for the Compensation Committee and provides no other services to the Company.

Compensation Components

Pay Mix

The Compensation Committee believes that a significant portion of each executive officer’s compensation opportunity should be variable in order to ensure that median or above-median compensation is only delivered when business results are strong and we have created value for our shareholders. The Compensation Committee also believes, however, that it is important to pay base salaries that relate appropriately to each executive’s level of responsibility, talent and experience in order to provide financial predictability to the individual. As illustrated in the Executive Summary, the mix of compensation between base salary, annual management incentive compensation and annual long-term incentive awards is targeted such that approximately 75%–85% of our named executive officer’s total annual

compensation is variable and dependent on performance results. The Compensation Committee believes this mix provides an appropriate balance between the financial security required to attract and retain qualified individuals and the Compensation Committee’s goal of ensuring that executive compensation rewards performance that benefits our shareholders over the long term.

Base Salaries

The table below illustrates the base salaries of our named executive officers (excluding Mr. Archibald) as of December 28, 2013. Mr. Archibald retired from the Company on March 12, 2013 and received the amount of base salary set forth in the table on page 24. Salaries may exceed or trail the median for a variety of reasons, including performance considerations, experience level, length of service in current position, additional responsibilities, value to the Company beyond the core job description, or retention risk. As noted above, the base salaries of the named executive officers listed below are aligned with median market levels.

		December 28, 2013
John F. Lundgren		$1,300,000
Donald Allan, Jr.		$625,000
Jeffery D. Ansell		$625,000
D. Brett Bontrager		$525,000
James M. Loree		$810,000

Annual Incentive Compensation - MICP

All of our executive officers, including the named executive officers, participate in the annual incentive compensation programs under the Company’s 2013 MICP. These programs are designed to balance the complementary short-term goals of profitability and stability, encouraging our executives to maximize profitability and efficiency while promoting stability in our annual operating condition. The 2013 program measures included: EPS weighted at 40%; cash flow multiple (operating cash flow less capital expenditures divided by net earnings) weighted at 40%; and organic sales growth weighted at 20%. The Compensation Committee believes appropriate weighting of these three metrics supports the objective of maximizing profitability, efficiency and growth while promoting stability in our annual operating condition, as EPS, cash flow and organic sales growth are essential for the growth of high quality earnings.

Executives with group or divisional responsibility have additional measurements that can include such measures as divisional operating margin, working capital management and organic sales growth. The Compensation Committee believes including these measurements for those with group or divisional responsibility, and providing appropriate weight among all such metrics for these executives, provides incentive for such executives to exercise financial discipline while growing their businesses and to bear in mind the interests of the Company as a whole, rather than only those of the groups or divisions they oversee, as part of the decision making process.

With the exception of Mr. Archibald’s award, which was established in his Employment Agreement at $1,875,000, target awards are set as a percentage of each officer’s base salary in effect at the beginning of the performance period. For 2013, the named executive officer target bonus opportunities were: Mr. Lundgren – 150%, Mr. Allan – 100%, Mr. Ansell – 100%, Mr. Bontrager – 100% and Mr. Loree – 100%. MICP payouts will vary from 0% to 200% of the target bonus opportunity depending on actual performance. MICP metrics and resulting performance are based upon normalized earnings. Our named executive officers do not receive a payout for a particular MICP metric in the event actual performance falls below threshold for that metric. In 2013, for example, there is no payout with respect to the EPS metric as actual performance fell below threshold. The weighting of measures, potential bonus payouts, and actual bonuses earned for 2013 performance are illustrated in the table below.

MICP Payout for 2013 Performance

	Weighting of Measures
	Corporate			Group			Potential Bonus Payouts			Weighted Avg.
										Payout on All
		Cash	Organic	Operating	Working	Organic				Measures
	EPS	Flow	Sales	Margin	Capital	Sales	Threshold	Target	Maximum	(% of target)	Payout
John F. Lundgren	40%	40%	20%	0%	0%	0%	$975,000	$1,950,000	$3,900,000	88.6%	$1,727,700
Donald Allan, Jr.	40%	40%	20%	0%	0%	0%	$312,500	$625,000	$1,250,000	88.6%	$553,750
Jeffery D. Ansell	20%	20%	10%	25%	15%	10%	$287,500	$575,000	$1,150,000	103.3%	$593,975
D. Brett Bontrager	20%	20%	10%	25%	15%	10%	$262,500	$525,000	$1,050,000	50.5%	$265,125
James M. Loree	40%	40%	20%	0%	0%	0%	$405,000	$810,000	$1,620,000	88.6%	$717,660
Nolan D. Archibald	40%	40%	20%	0%	0%	0%		$1,875,000		19.5%	$364,726

Actual performance in 2013 with respect to corporate performance goals resulted in a weighted average payout across all measurements equal to 88.6% of target for corporate executives except for Mr. Archibald who retired from the Company in March 2013 and, pursuant to his Employment Agreement, received a prorated target bonus to reflect the number of days he participated in the MICP for 2013.

The corporate performance goals and results for the 2013 performance period are illustrated below:

				2013 Result
	Threshold	Target	Maximum	Actual
EPS	$5.25	$5.53	$5.81	$4.98
Cash Flow Multiple	80%	100%	120%	108%
Organic Sales Growth	1.5%	2.5%	3.5%	3.1%

Based on the corporate results discussed above and the results of his division, Mr. Ansell earned a bonus equal to 103.3% of his target bonus. Based on the corporate results discussed above and the results of his division, Mr. Bontrager earned a bonus equal to 50.5% of his target bonus. The specific divisional operating margin, working capital and organic sales percent goals and results are not disclosed as the disclosure of such information would result in competitive harm to the Company and would be of limited additional use to investors. The Company does not disclose goals and results for specific divisions.

Long-Term Incentive Compensation

The Compensation Committee believes that establishing a culture of stock ownership is an effective way to incentivize executives to achieve sustainable performance results and maximize long-term shareholder value. To that end, the Company is authorized to grant equity-based awards, including stock options, time-vesting restricted shares or units (“RSUs”), and performance-vesting shares or units (“performance units”) under its 2013 Long-Term Incentive Plan. In 2013, the Company granted stock options, RSU’s and performance units to its named executive officers as part of their regular compensation packages. The Compensation Committee believes stock options and RSUs are useful vehicles for rewarding management for successful share price appreciation, aligning their interests with shareholders and bolstering retention. The performance units are a key component linking pay with performance and aligning management with the Company’s key strategic initiatives. The stock options and RSUs vest in four equal annual installments on the first four anniversaries of the grant date. Stock options expire 10 years from the grant date. The performance units for the performance period commencing in 2013 will be earned or forfeited following the conclusion of a three year performance cycle depending on the achievement of pre-established EPS and ROCE performance goals for each year in the cycle and a three-year TSR goal.

The Compensation Committee includes EPS as a performance goal in both the annual incentive and long-term performance award program because it believes EPS is a critical driver of shareholder value over both near and longer-term time horizons. The Compensation Committee does not want managers pursuing other short or long-term goals without considering the effect on EPS. Further, the metric is weighted differently in the two plans. Because earnings growth is felt to be more readily achievable in the near-term, EPS is weighted 40% in the MICP but only at 35% in the performance unit plan (as described in more detail below). The Compensation Committee also believes that using EPS as one of the goals in annual incentives provides the Compensation Committee with flexibility to adjust short-term goals to reflect existing market conditions without losing the motivational and retentive value of the long-term performance award.

In addition, because each of the annual EPS goals contained in a given 3-year long-term performance cycle is established in the first year of the cycle and the EPS goal for MICP is established each year, only the target EPS goal for the first year of the long-term performance cycle will be the same as the target EPS goal for the corresponding year’s MICP program and accordingly, the target EPS goals for the second and third years will likely not be the same as the target EPS goals for the corresponding years’ MICP programs. Moreover, because the range below and above target EPS is narrower in the MICP plan than the range in the long-term performance awards, the threshold and maximum EPS metrics will not be the same in both plans in any year. The Compensation Committee believes that the tighter range below and above target EPS for the MICP program is appropriate primarily due to the one-year time horizon.

The Compensation Committee believes that the mix of stock options, RSUs and performance units places a substantial portion of compensation at risk and effectively links equity compensation values to shareholder value creation and financial results. The allocation of the long-term incentive values among stock options, RSUs and performance units varies by named executive officer. Our most senior officers have a greater percentage of their long-term incentive awards allocated to performance units than other officers and employees do because they have the greatest ability to influence the financial measures underlying the program. For Messrs. Lundgren and Loree, this equity mix has resulted in approximately 50% of the total long-term incentive value delivered in performance units. The following table shows the 2012 and 2013 allocation of regular long-term incentive awards for our named executive officers (other than Mr. Archibald):

	2013			2012
	Stock		Performance	Stock		Performance
	Options	RSUs	Units	Options	RSUs	Units
John F. Lundgren	23%	25%	52%	19%	27%	54%
Donald Allan, Jr.	28%	31%	41%	28%	37%	35%
Jeffery D. Ansell	29%	32%	39%	28%	39%	33%
D. Brett Bontrager	27%	30%	43%	29%	40%	31%
James M. Loree	26%	28%	46%	22%	30%	48%

The performance unit component of our current long-term incentive program is designed to pay out at market-competitive levels only when we achieve and sustain profitability and market return goals over three years. Accordingly, 40% of performance unit payouts are contingent upon improvement in ROCE, 35% on EPS growth, and 25% on TSR relative to our peers. The weighting of these goals is designed to encourage participants to focus first on capital efficiency, second on long-term profitability, and third on value creation relative to our peers. This approach recognizes that stock returns typically take longer to develop versus earnings and that relative TSR, while an important assessment of long-term performance, is not as directly influenced by our management team. The ROCE computation is defined as net earnings divided by a two point average of capital employed; net earnings adds back after-tax interest expense and intangibles amortization, and capital employed represents debt plus equity less cash. The TSR calculation is based on an annualized rate of return reflecting share price appreciation and dividends paid during the measurement period with starting and ending prices measured as 20-day averages to account for daily trading volatility. While we may re-evaluate the measures used in the performance unit program in future years, or the weighting of those measures, we believe that ROCE, EPS, and TSR currently provide effective tools for measuring the value we create and sustain, assessing our achievement of strategic goals, and evaluating our long-term performance and potential. For example, in future awards the Company may use a Cash Flow Return on Investment metric rather than ROCE if the Company determines it is important to emphasis cash flow in its long-term plan.

Performance goals for each performance cycle are recommended by management based on the Company’s historical performance, strategic direction, and anticipated future operating environment, and are generally established during the first quarter of the performance cycle. The Compensation Committee considers management’s recommended performance goals, the Company’s performance-to-date and strategic direction, and the nature of the Company’s future operating environment, and once satisfied with the degree of difficulty associated with goal achievement, approves the targets for each performance cycle. As a general rule, the Compensation Committee seeks to establish goals such that the likelihood of missing the target goal is at least as high as the likelihood of achieving the target goal based on reasonable assumptions and projections at the time of grant.

Threshold, target and maximum EPS and ROCE goals are established in the first year for each fiscal year, or portion thereof, for the performance period. At the end of the performance period, a weighted average payment is made based on performance achieved by the end of each fiscal year during the period relating to these goals plus an amount related to achievement of TSR goals. The goals and resulting performance for our long-term performance periods are based on normalized earnings. The threshold and maximum performance goals for the 2012-2014 and 2013-2015 performance cycles are as follows:

		EPS			ROCE		TSR
		Threshold	Maximum		Threshold	Maximum	Threshold	Maximum
2012-2014	Year 1	$5.26	$6.43	Year 1	12.0%	14.0%
Performance	Year 2	$5.80	$7.09	Year 2	13.3%	15.3%	25^th	75^th
Cycle	Year 3	$6.38	$7.80	Year 3	13.9%	15.9%	percentile	percentile

2013-2015	Year 1	$4.98	$6.08	Year 1	9.7%	11.7%
Performance	Year 2	$5.30	$6.48	Year 2	10.0%	12.0%	25^th	75^th
Cycle	Year 3	$5.79	$7.07	Year 3	11.0%	13.0%	percentile	percentile

The award opportunities associated with the 2012-2014 performance cycle are set forth in the Company’s March 15, 2013 Proxy Statement on page 17.

For the 2013-2015 performance cycle, which commenced January 1, 2013, the Compensation Committee determined that the likelihood of missing the target goal is at least as high as the likelihood of achieving the target goal. The EPS and ROCE goals for the 2013-2015 performance cycle are lower than those for the 2012-2014 performance cycle primarily because they reflect the significant divestiture of the Company’s HHI business in 2012 as well as unfavorable changes in currency exchange rates. The following table illustrates the award opportunities associated with the 2013-2015 performance cycle.

2013-2015 Performance Cycle

	Potential Performance Units Earned
	Threshold		Target	Maximum
John F. Lundgren		24,631	49,261		82,102
Donald Allan, Jr.		3,947	7,894		15,789
Jeffery D. Ansell		3,631	7,263		14,526
D. Brett Bontrager		3,316	6,631		13,263
James M. Loree		12,789	25,578		40,925

2011-2013 Performance Cycle

The goals, actual performance results and payouts associated with the recently completed 2011-2013 performance cycle are illustrated in the following two tables. The results achieved for the 2011-2013 performance cycle resulted in a weighted average goal achievement across all measures of 61.3% of target. The results achieved for the 2013 EPS and ROCE goals, as well as the 3-year TSR metric fell below threshold and as a result, no payout was made with respect to those metrics. In determining whether the EPS and ROCE performance goals were met for the 2011-2013 performance cycle, certain adjustments were made to reflect the impact of recent acquisitions and divestitures. The actual weighted average payouts in shares as a percent of target are lower for Messrs. Lundgren and Loree than the other named executive officers because the percentage difference between their respective target and maximum potential payouts is smaller than the spread for the other named executive officers. Mr. Archibald was not a participant in the Company’s long-term performance programs.

Goals
EPS					ROCE					TSR
	Threshold	Target	Maximum	Achieved		Threshold	Target	Maximum	Achieved	Threshold	Target	Maximum	Achieved
Y 1	$4.60	$4.85	$5.09	$5.24	Y 1	10.4%	11.4%	12.4%	11.7%
Y 2	$4.95	$5.50	$6.05	$5.34	Y 2	11.8%	12.8%	13.8%	12.4%	25^th	50^th	75^th	16^th
Y 3	$5.40	$6.00	$6.60	$5.29	Y 3	13.3%	14.3%	15.3%	11.6%	percentile	percentile	percentile	percentile

								Weighted
		Potential Performance Units				Actual Payout		Average Payout
	Threshold		Target	Maximum		(shares)		(% of target)
John F. Lundgren		25,787	51,575		85,958		28,924	56.1%
Donald Allan, Jr.		2,613	5,226		10,452		3,204	61.3%
Jeffery D. Ansell		2,613	5,226		10,452		3,204	61.3%
D. Brett Bontrager		2,476	4,951		9,902		3,035	61.3%
James M. Loree		12,894	25,787		41,260		14,192	55.0%

Special Compensation

Working Capital Incentive Program

As previously discussed in our March 11, 2011 Proxy Statement, the Company granted certain employees, including Messrs. Lundgren, Allan, Ansell, Bontrager and Loree, the opportunity to earn awards pursuant to a working capital incentive program as long as certain working capital goals were achieved and sustained over the 2010-2013 performance period. The awards were approved by the Compensation Committee on July 15, 2010. We believe working capital turns is an important measure of our efficiency and overall performance standards.

In July 2013, the Compensation Committee determined that the Company had achieved the performance goals associated with the 2010-2013 working capital turns program. The maximum goal of eight working capital turns was exceeded (excluding the effects of acquisitions greater than $50.0 million) which generated approximately $700 million of cash flow over the measurement period. As a result, the awards were paid to our named executive officers (excluding Mr. Archibald, who was not a participant in the program) in the third quarter of 2013. The payouts associated with this program are illustrated in the table below:

	Payout
	(shares)
John F. Lundgren	36,721
Donald Allan, Jr.	7,442
Jeffery D. Ansell	7,442
D. Brett Bontrager	7,051
James M. Loree	14,689

Merger Cost Synergy Bonus

In connection with the Merger, the Company had entered into an employment agreement with Nolan D. Archibald. As discussed in detail in each of the Company’s Proxy Statements since the Merger, under the terms of his agreement (which expired on March 12, 2013 in connection with his retirement) Mr. Archibald was eligible to receive a bonus based on the annual run-rate of cost savings achieved by the Company as of March 12, 2013 that were attributable to the Merger. The cost savings were to be calculated on a pre-tax basis, applying generally accepted accounting

principles and otherwise consistent with the timing and methods of cost synergy measurements used in reports provided to the Board and included in the Company’s public filings. The calculation did not include any revenue synergies. The Company determined that it had achieved in excess of $350 million of cost saving synergies attributable to the Merger and accordingly Mr. Archibald received a cash bonus in the amount of $51,352,476, which amount is included for Mr. Archibald in the table on page 24.

Benefits & Perquisites

Retirement Benefits

The Compensation Committee believes that offering a full complement of compensation and benefit programs typically extended to senior executive officers is crucial to the attraction and retention of high-caliber executive talent. To that end, the Company currently offers retirement programs to its executive officers under two plans: the Stanley Black & Decker Retirement Account Plan and the Stanley Black & Decker Supplemental Retirement Account Plan, which are more fully described on pages 25-26 and 33-34, respectively. Prior to 2007, when the program was closed to new participants, the Company provided supplemental retirement benefits to certain executives pursuant to The Stanley Works Supplemental Executive Retirement Program. Those executives, who were participants in the program prior to 2007, including Messrs. Lundgren and Loree, retain this benefit. This Program is described on page 32. Prior to the Merger, Black & Decker executives accrued benefits under plans sponsored by Black & Decker. Effective January 1, 2011, those executives became eligible to participate in the Stanley Black & Decker Retirement Account Plan and the Stanley Black & Decker Supplemental Retirement Account Plan and their benefits under Black & Decker Plans were frozen and ceased to accrue unless there were accruals during a salary continuation period, as provided under such plans.

Employment Agreements

The Company has followed the practice of entering into a written employment agreement with its chief executive officer for many years in order to provide continuity of leadership. Consistent with this practice, the Company entered into an employment agreement with Mr. Lundgren in March 2004, which was amended and restated on December 10, 2008 to comply with rules enacted under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). In 2009, Mr. Lundgren’s agreement was again amended and restated in connection with the Merger and became effective upon completion of the Merger on March 12, 2010. On January 13, 2013, the Company and Mr. Lundgren agreed that his employment agreement is to be construed and interpreted to reflect (i) that he has ceased to serve as the President of the Company and (ii) that effective March 13, 2013, he will assume the additional role and responsibilities of Chairman of the Board of the Company.

In connection with the Merger, the Company also entered into written employment agreements with James M. Loree, as Executive Vice President and Chief Operating Officer, and Nolan D. Archibald, as Executive Chairman. Both of these agreements became effective upon completion of the Merger on March 12, 2010. Mr. Archibald’s agreement expired on March 12, 2013 and he has retired from his position as Executive Chairman of the Company. On January 13, 2013, the Company and Mr. Loree agreed that his employment agreement is to be construed and interpreted to reflect (i) that he has ceased to serve as Executive Vice President of the Company and (ii) that he will serve as President and Chief Operating Officer of the Company.

Detailed descriptions of the employment agreements with Messrs. Lundgren and Loree are set forth under the heading “Executive Officer Agreements” on pages 34-36.

Change in Control Agreements and Severance Agreements

The Compensation Committee has determined that to be competitive with prevailing market practices, to enhance the stability of the executive team, and to minimize turnover costs associated with a corporate change in control, it is important to extend special severance protection for termination of employment as a result of a change in corporate control to certain employees. Therefore, the Company has entered into change in control agreements with certain members of senior management, including the named executive officers (other than Mr. Archibald). Severance protections were established based on prevailing market practices when these agreements were put in place for each of our named executive officers. The severance benefits that would have been payable at December 28, 2013 to Messrs. Lundgren, Allan, Ansell, Bontrager and Loree in the event of termination following a change in control are set forth under the heading “Termination and Change in Control Provisions” beginning on page 36. Golden parachute excise tax gross-ups have not and will not be included in any new change in control or severance agreement or arrangement entered into after 2010.

Perquisites

The Company provides certain perquisites to its executive officers as part of its overall compensation program. These perquisites do not constitute a significant percentage of any executive’s total compensation package and are comparable to perquisites offered by the companies with whom the Company competes for talent. The perquisites currently provided are: financial planning services, life and long-term disability insurance, car allowance, home security system services, executive medical exams, up to $5,000 of Company products for Messrs. Lundgren and Archibald and $2,000 of Company products for other executive officers as more fully set forth on page 25. The provision of financial planning services, life and long-term disability insurance, a car allowance and executive medical exams is consistent with general market practice and, the Compensation Committee believes, provides benefit to the Company in encouraging the Company’s executives to maintain their health and financial well-being. The Company provides home security services to certain executives to help ensure their safety and that of their families. The Company product programs are designed to encourage Company executives to use, and encourage others to use, Company products. In the employment agreement executed with Mr. Archibald in connection with the Merger (which agreement expired on March 12, 2013 in connection with his retirement), the Company agreed to continue to provide Mr. Archibald with certain perquisites that he had been receiving as of December 31, 2008 pursuant to his employment agreement with Black & Decker prior to the Merger, including business and personal use of Black & Decker’s aircraft (now the Company’s aircraft). The Company does not provide tax gross-ups on any perquisites other than gross-ups relating to certain perquisites that had been provided to Mr. Archibald, which he was entitled to under his employment agreement, which agreement expired on March 12, 2013 in connection with his retirement.

Other Compensation Policies

Stock Ownership Policy

In furtherance of the Company’s objective to create an ownership culture and because the Compensation Committee believes the meaningful investment by executive officers in the Company better aligns their interests with those of the Company’s shareholders, the Company maintains a Stock Ownership Policy for Executive Officers. This policy requires stock ownership to reach the minimum levels laid out in the table below within a five-year period commencing on the date of hire or promotion to a senior management position. Awards to participants under the Company’s long-term incentive programs are subject to transferability restrictions to the extent that a participant does not hold the minimum ownership levels at the time the award is distributed. This policy also requires that executive officers hold the net after tax shares received upon vesting of RSUs or the exercise of stock options granted on or after February 14, 2012 for a period of one year post vesting or exercise, as applicable. A copy of this policy is available on the “Corporate Governance” section of the Company’s website at www.stanleyblackanddecker.com.

	Minimum Ownership
CEO	1,000% of base salary
COO and CFO	500% of base salary
Other Executive Officers	300% of base salary

Timing of Stock Option and RSU Grants

With the exception of grants made to French participants, annual grants of stock options and RSUs to executive officers are usually made at a regularly scheduled meeting of the Compensation Committee held during the fourth quarter of each year. The grant date of stock option and RSU awards is the date of the Board meeting held during the fourth quarter (typically the day after the Compensation Committee meeting) and grants to other eligible employees typically are approved on the same date. The exercise price for all stock option grants other than those to French participants is the average of the high and low price of a share as quoted on the New York Stock Exchange Composite Tape on the date of grant. The grant date for awards to French participants is the first date on which grants may be made consistent with French legal and tax requirements following the date on which annual grants are made to our other employees. The exercise price of stock options for French participants is the higher of the average of the high and low stock price on the date of grant and 80% of the average opening price on the New York Stock Exchange for the 20 days preceding the date of grant.

The Compensation Committee may occasionally make off-cycle grants during the year. These are typically associated with promotions, hiring, acquisitions, or other significant business events and such grants are necessary to attract or retain management talent. The Compensation Committee has delegated authority to the Company’s Chief Executive Officer to make annual grants and occasional off-cycle grants to employees who are not executive officers of the Company. The grant date for any grants made by the Company’s Chief Executive Officer is either the date the grant authorization is signed by the Chief Executive Officer or a later date specified in the grant authorization.

Tax Deductibility Under Section 162(m)

Under Section 162(m) of the Code, the Company may not be able to deduct certain forms of compensation in excess of $1,000,000 paid to the Chief Executive Officer and the three other most highly compensated named executive officers employed at the end of the year (other than the Chief Financial Officer). The Company believes that it is generally in the Company’s best interests to satisfy the requirements for deductibility under Section 162(m). Accordingly, the Company has taken appropriate actions, to the extent it believes feasible, to preserve the deductibility of annual incentive and long-term performance awards. However, notwithstanding this general policy, the Company also believes there may be circumstances in which the Company’s interests are best served by maintaining flexibility in the way compensation is provided, whether or not compensation is fully deductible under Section 162(m).

Hedging; Pledging

The Company’s Board of Directors has adopted a policy against hedging transactions and discouraging pledging transactions. Pursuant to the policy, hedging is not permitted, and any officer, director or employee who wishes to pledge shares must obtain the prior approval of the General Counsel. This policy is included in the Company’s Business Conduct Guidelines, which are available on the “Corporate Governance” section of the Company’s website at www.stanleyblackanddecker.com.

Forfeiture of Awards in the Event of Restatement

The Board of Directors has adopted a “recoupment” policy relating to unearned incentive compensation of executive officers. Pursuant to this policy, in the event our Board or an appropriate committee thereof determines that any fraud, negligence or intentional misconduct by an executive officer was a significant contributing factor to the Company having to restate all or a portion of its financial statements, the Board (or committee thereof) will take, in its discretion, such action as it deems necessary to remedy the misconduct and prevent its recurrence. Such actions may include requiring reimbursement of bonuses or incentive compensation paid to the officer after January 1, 2007, requiring reimbursement of gains realized upon the exercise of stock options, and cancellation of restricted or deferred stock awards and outstanding stock options. In determining what actions are appropriate, the Board (or committee thereof) will take into account all relevant factors, including whether the restatement was the result of fraud, negligence or intentional misconduct. A copy of this policy is available on the “Corporate Governance” section of the Company’s website at www.stanleyblackanddecker.com.

Assessment of Risk Arising from Compensation Policies and Practices

The Company has considered whether its compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company and has concluded that the Company’s compensation practices and policies do not create such risks. This conclusion was based on the following considerations:

As discussed above on pages 15 and 16, under the MICP, each participant has an opportunity to earn a threshold, target or maximum bonus amount that is contingent on achieving established performance goals. For 2013, the corporate goals consisted of EPS, organic sales growth and cash flow multiple (operating cash flow less capital expenditures divided by net earnings); divisional managers had additional performance goals with respect to divisional operating margin, working capital management and group organic sales percent, each of which had been deemed by the Compensation Committee to be an important measure of divisional contribution to overall corporate success. Further, achievement of corporate goals and divisional goals are weighted equally in determining bonuses, making it unlikely any employee or group of employees would pursue achievement of divisional goals in a manner that would have an adverse impact on the overall corporate goals. While managers other than named executive officers might have individual performance goal targets as a component of their MICP award as well, achievement of individual goals would account for only a small percentage of the total bonus opportunity, making it unlikely that any individual would pursue achievement of an individual goal in a manner that would jeopardize performance of his or her division as a whole or the Company as a whole.

The Company’s long-term incentive programs similarly are not likely to create risks that are reasonably likely to have a material adverse effect on the Company. As discussed above on pages 16-19, there are two elements to the Company’s long-term incentive programs: (i) grants of stock options and/or RSUs that vest over time (typically four years) and (ii) grants of performance units that vest based on performance over a specified period of time (typically three years). The RSU and stock option grants align recipients’ interests with those of the Company’s shareholders in maintaining or increasing share value, making it unlikely that award recipients will pursue behaviors that create a material risk to the Company. Performance grants generally are earned based on achievement of corporate performance goals. A portion of each performance award is contingent on achieving stated levels in EPS during the performance period, a portion is based on targets relating to ROCE, and a portion is contingent on achieving TSR relative to a peer group. As noted on pages 15-17, the Company believes that using EPS and ROCE as performance measures provides appropriate incentives for management to optimize the principal financial drivers that generate shareholder return and reinforce the Company’s quest for continued growth. Including TSR as a performance measure encourages management to continuously benchmark Company performance against that of a broadly defined group of comparable companies, further supporting the Company’s quest for growth. In determining whether EPS and ROCE goals have been met, the Compensation Committee retains the discretion to adjust the manner in which achieved EPS and ROCE are determined to take into account certain nonrecurring events (such as significant acquisitions or divestitures). Providing the Compensation Committee this discretion allows the Compensation Committee to ensure the results are comparable to the originally established targets. It also has the effect of eliminating any incentive to take a particular action in order to increase the bonus that would be distributed at the end of the applicable performance period.

The Company has occasionally granted long-term incentive awards to employees to encourage them to reach goals different from those above, such as the working capital turns and inventory turns objectives. Typically, such programs are designed to incentivize employees to improve the overall performance of the Company, or a particular business, by requiring improvement in processes and, as such, are unlikely to encourage behavior that would have a material adverse effect on the Company.

Other incentive programs that may be available are common in companies in durable goods and services businesses, such as commissions on sales for sales representatives. None of these programs accounts for a significant percentage of the relevant business unit’s revenues, and no one business unit carries a significant portion of the Company’s risk profile.

Based on all of the above, the Company has concluded that its compensation policies and practices for its employees do not create risks that are likely to have a material adverse effect on the Company.

Summary Compensation Table

The table below summarizes the total compensation for the applicable periods for: those individuals who served as Chief Executive Officer or Chief Financial Officer of the Company during the fiscal year ended December 28, 2013 (“fiscal year 2013”) and for the three most highly compensated executive officers of the Company serving as such at the end of fiscal year 2013 other than the CEO and CFO; and one individual that would have been included in this group but for the fact that he was not serving as an executive officer at the end of fiscal year 2013 (collectively the “named executive officers”).

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
							Change in
							Pension Value
							and
							Nonqualified
						Non-Equity	Deferred	All
				Stock	Option	Incentive Plan	Compensation	Other
Name and		Salary	Bonus	Award(s)	Awards	Compensation	Earnings	Compensation
Principal Position	Year	($)	($)	($)	($)	($)	($)	($)	Total
John F. Lundgren,	2013	1,300,000	0	5,273,402	1,552,500	1,727,700	434,022	379,538	10,667,162
Chairman and CEO	2012	1,270,833	0	5,325,146	1,301,250	2,325,000	2,324,469	511,175	13,057,873
	2011	1,250,000	0	5,409,678	1,359,000	3,504,375	1,620,596	584,222	13,727,871

Donald Allan, Jr.,	2013	625,000	0	1,048,601	414,000	553,750	0	95,716	2,737,067
Senior Vice President and	2012	579,167	0	907,440	347,000	570,400	0	132,991	2,536,998
CFO	2011	516,667	0	834,156	362,400	710,220	0	190,167	2,613,610

Jeffery D. Ansell,	2013	579,167	0	1,001,184	414,000	593,975	0	94,866	2,683,192
Senior Vice President and	2012	529,167	0	869,471	347,000	705,400	0	103,883	2,554,921
Group Executive,	2011	495,833	0	834,206	362,400	719,000	0	161,395	2,572,834
Construction & DIY

D. Brett Bontrager	2013	525,000	0	839,880	310,500	418,729	0	81,671	2,175,780
Senior Vice President and	2012	479,167	0	857,803	347,000	364,520	0	43,915	2,092,405
Group Executive,	2011	460,417	0	812,962	362,400	895,890	0	106,107	2,637,776
Stanley Security Solutions

James M. Loree,	2013	810,000	0	2,976,181	1,035,000	717,660	2,825,465	190,579	8,554,885
President and COO	2012	785,000	0	3,027,988	867,500	967,200	1,480,620	203,877	7,332,185
	2011	765,000	0	2,956,745	906,000	1,401,750	987,233	315,838	7,332,566

Nolan D. Archibald,	2013	308,140	0	0	0	51,717,202	0	441,429	52,466,771
Former Executive Chairman	2012	1,500,000	0	3,325,025	3,325,002	1,875,000	5,946	554,165	10,585,138
	2011	1,500,000	0	3,325,025	3,325,000	1,875,000	1,657,541	627,900	12,310,466

Footnote to Column (e) of Summary Compensation Table
This column reflects the aggregate grant date fair value of all RSUs and the target value of performance awards granted during the fiscal years ended December 28, 2013, December 29, 2012 and December 31, 2011, respectively, in accordance with Financial Accounting Standards Board (“FASB”) Codification Topic 718—Stock Compensation. See footnote J of the Company’s report on Form 10-K for the applicable fiscal year for assumptions used in the valuation of these awards and related disclosures. The grant date fair value of performance award grants included in this column, assuming performance at maximum, for grants made in fiscal years 2013, 2012, and 2011, respectively, is as follows: Mr. Lundgren, $5,942,543/$5,933,085/$5,568,599; Mr. Allan, $1,186,464/$873,367/$672,562; Mr. Ansell $1,091,556/$797,429/$672,562; Mr. Bontrager, $996,648/$721,490/$637,143; Mr. Loree, $2,940,154/$2,961,825/$2,677,352. The dollar amounts listed do not necessarily reflect the dollar amounts of compensation actually realized or that may be realized by our named executive officers.

Footnote to Column (f) of Summary Compensation Table
This column reflects the aggregate grant date fair value of all stock options granted during the fiscal years ended December 28, 2013, December 29, 2012 and December 31, 2011, respectively, in accordance with FASB Codification Topic 718—Stock Compensation. See footnote J of the Company’s report on Form 10-K for the applicable fiscal year for assumptions used in the valuation of these awards and related disclosures.

Footnote to Column (g) of Summary Compensation Table
The dollar amounts set forth in this column reflect incentive compensation earned pursuant to the Company’s MICP for the 2013, 2012, and 2011 fiscal years, respectively, plus, for Mr. Ansell for fiscal years 2012 and 2011, a retention bonus established in March 2010 in connection with the Merger and for Mr. Bontrager for fiscal 2013 and 2011, a cost synergy bonus relating to the Merger. For Mr. Archibald the amount set forth in this column for fiscal year 2013, includes a synergy bonus as a result of the Company having achieved greater than $350 million in cost savings attributable to the Merger as provided in his employment agreement entered into at the time of the Merger. MICP incentive compensation for 2013 is paid during the first quarter of the 2014 calendar year.

Footnote to Column (h) of Summary Compensation Table
The amounts included in this column are attributable to the following plans:

Increase in actuarial present value of Mr. Lundgren’s benefit under the Stanley Supplemental Executive Retirement Plan for fiscal year 2013 is $434,022. See the footnote to Column (d) of the Pension Benefits Table on page 34 for the assumptions used in making this calculation. For fiscal year 2012, the increase in actuarial present value of Mr. Lundgren’s benefit under the Stanley Supplemental Executive Retirement Plan was $2,324,469. For fiscal year 2011, the increase in actuarial present value of Mr. Lundgren’s benefit under the Stanley Supplemental Executive Retirement Plan was $1,620,596.

Increase in actuarial present value of Mr. Loree’s benefit under The Stanley Works Supplemental Executive Retirement Program for fiscal year 2013 is $2,825,465. See the footnote to Column (d) of the Pension Benefits Table on page 34 for the assumptions used in making this calculation. For fiscal year 2012, the increase in actuarial present value of Mr. Loree’s benefit under The Stanley Works Supplemental Executive Retirement Program was $1,480,620. For fiscal year 2011, the increase in actuarial present value of Mr. Loree’s benefit under The Stanley Works Supplemental Executive Retirement Program was $987,233.

There was no increase in actuarial present value of Mr. Archibald’s benefit under The Stanley Black & Decker Pension Plan for fiscal year 2013. Mr. Archibald commenced receiving a single life annuity under the Stanley Black & Decker Pension Plan on April 1, 2013. See the footnote to Column (d) of the Pension Benefits Table on page 34 for the assumptions used in making these calculations. Increase in actuarial present value of Mr. Archibald’s benefit for fiscal year 2012 under the Stanley Black & Decker Pension Plan was $5,946. Mr. Archibald received a lump sum on or about September 30, 2011 under each of The Black & Decker Supplemental Pension Plan and The Black & Decker Supplemental Executive Retirement Plan based on the terms of each plan and therefore no longer has a benefit under either plan. Increase in actuarial present value of Mr. Archibald’s benefit for fiscal year 2011 for the plans in which he was a participant are as follows: $39,455 under The Black & Decker Pension Plan, $1,019,303 under The Black & Decker Supplemental Executive Retirement Plan and $598,783 under The Black & Decker Supplemental Pension Plan.

Footnote to Column (i) of Summary Compensation Table
This column reflects Company contributions and allocations for Messrs. Lundgren, Allan, Ansell, Bontrager, Loree and Archibald under the Stanley Black & Decker Retirement Account Plan (matching and Core Account (as defined below) for Messrs. Lundgren, Allan, Ansell, Bontrager and Loree, and matching for Mr. Archibald) and the Stanley Black & Decker Supplemental Retirement Account Plan (supplemental matching and supplemental Core for Messrs. Lundgren, Allan, Ansell, Bontrager and Loree and supplemental matching for Mr. Archibald), and Company costs related to life insurance premiums, car allowances, financial planning services, annual physicals, products acquired through the Company’s Product Programs, reimbursement for club dues and maintenance of home security systems as set forth in the table below. Perquisites provided to Mr. Archibald also include personal use of Company aircraft; the cost incurred by the Company for such use is reflected below. Certain contributions and allocations under the Stanley Black & Decker Retirement Account Plan and the Stanley Black & Decker Supplemental Retirement Account Plan for Messrs. Lundgren and Loree will offset pension benefits as described on pages 33-34.

		Defined							Home	Personal Use
		Contribution			Financial	Annual	Product	Club	Security	of Corporate	Column (i)
		Plans	Insurance	Car	Planning	Physical	Program	Dues	System	Aircraft	Total
Name	Year	($)	($)	($)	($)	($)	($)	($)	($)	($)	($)
John F. Lundgren	2013	285,500	40,114	23,000	11,000	0	206	0	19,718	0	379,538
Donald Allan, Jr.	2013	62,908	10,418	18,000	1,067	2,500	823	0	0	0	95,716
Jeffery D. Ansell	2013	60,820	6,296	16,750	9,000	0	2,000	0	0	0	94,866
D. Brett Bontrager	2013	38,468	18,464	23,000	0	0	1,739	0	0	0	81,671
James M. Loree	2013	138,322	14,874	16,775	0	2,500	1,097	0	17,011	0	190,579
Nolan D. Archibald	2013	8,750	204,642	3,200	0	0	5,000	1,515	1,000	217,322	441,429

The Stanley Black & Decker Retirement Account Plan, an Internal Revenue Code Section 401(k) retirement plan that covers certain employees of the Company and its U.S. affiliates who are subject to the income tax laws of the United States, features two accounts, a Choice Account, and a Core Account.

The Choice Account offers eligible participants the opportunity for tax-deferred savings and a choice of investment options. For 2011, 2012 and 2013 calendar years, a 50% matching allocation was provided on the first 7% of pay contributed by a participant on a pre-tax basis for the year. Pay generally includes salary, management incentive bonuses and certain other taxable compensation. Annual pay and the amount of elective contributions are subject to limits set forth in the tax law. Participants are permitted to direct the investment of all funds credited to their Choice Accounts. Matching allocations are vested upon the earlier of a participant’s completion of one year of service or his/her attainment of age 55 while employed by Stanley Black & Decker (or one of its wholly-owned subsidiaries). Vesting is accelerated in certain circumstances, as described below.

The Core Account provides a retirement benefit for certain participants. This account is 100% funded by separate allocations that are not dependent on contributions by participants. The Core Account is subject to investment direction by a participant. Regular allocations to a Core Account for a calendar year are based on the participant’s age as of the last day of the year and pay for each calendar quarter during the year, as described above, and are subject to the limits of the tax law, with allocations for a calendar quarter contingent upon a participant having employment status on the last day of the calendar quarter, as follows:

Age		Allocation Amount (% of Pay)
Less than 40		2%
40 - 54		4%
55 and older		6%

There also is a Core Transition Benefit allocation to the Core Account, during the five calendar years that begin with the 2011 year, for those individuals who are eligible for regular allocations to the Core Account during the year and, in addition, received Cornerstone allocations (the predecessor to the Core allocations) under the Stanley Account Value Plan during 2010 or who accrued benefits during 2010 under The Black & Decker Pension Plan (known, effective January 1, 2013 as the Stanley Black & Decker Pension Plan) or the Retirement Plan for Hourly-Rated Employees of Porter Cable Corporation (which was merged into the Stanley Black & Decker Pension Plan effective as of the close of business on December 31, 2012). Messrs. Lundgren, Allan, Ansell, Bontrager and Loree are eligible for this benefit. The Core Transition Benefit allocation increases an individual’s Core Allocation by the following percentages of pay (as described above and subject to the limits applied under the tax laws):

Age	2011	2012	2013	2014	2015
Less than 40	1%	1%	0.5%	0.5%	0.5%
40-54	1%	1%	0.5%	0.5%	0.5%
55 and over	3%	3%	1.5%	1.5%	1.5%

Allocations to a participant’s Core Account become 100% vested upon completing three years of service, except as described below. Effective January 1, 2011, a participant becomes fully vested in the matching allocations to the Choice Account and the allocations credited to the Core Account in accordance with the rules described in this footnote, except that full vesting also applies upon reaching age 55 while employed by the Company or if, while employed by the Company, the participant dies or becomes disabled.

The vested accounts are payable to a participant in a lump sum upon termination of employment and, effective January 1, 2011, if payments are made after a participant reaches age 70-1/2, the participant may elect instead to receive annual installment payments equal to the minimum required distributions under the tax law. If a participant dies, the total vested value of the participant’s accounts (including amounts that became vested upon death while employed by the Company) is payable in a lump sum to his or her beneficiary.

The Stanley Works Supplemental Executive Retirement Program is described on page 32 under the heading “Pension Benefits.” The Stanley Black & Decker Supplemental Retirement Account Plan, is described on pages 33-34 under the heading “Non-Qualified Defined Contribution and Deferred Compensation Plans.”

The amount under the column entitled “Personal Use of Corporate Aircraft” for Mr. Archibald includes reimbursement for taxes owed with respect to such benefits in the amount of $78,399. The Company has discontinued all gross-ups to cover taxes for perquisites except for the gross-ups provided to Mr. Archibald that he was entitled to receive under the terms of his employment agreement, which agreement expired on March 12, 2013.

Grants of Plan Based Awards Table 2013 Grants

This table sets forth information concerning equity grants to the named executive officers during the fiscal year ended December 28, 2013 as well as the range of future payouts under non-equity incentive programs.

								All Other
								Stock	All Other			Grant Date
								Awards:	Option	Exercise		Fair Value
								Number	Awards:	or Base		of Stock
								of Shares	Number of	Price of	Closing	and
								of Stock	Securities	Option	Price at Date	Option
		Estimated Future Payouts Under			Estimated Future Payouts Under			or Units	Underlying	Awards	of Grant	Awards
		Non-Equity Incentive Plan Awards			Equity Incentive Plan Awards			(#)	Options (#)	($/Sh)	($/Sh)	($)
		Threshold	Target	Maximum	Threshold	Target	Maximum
Name	Grant Date	($)	($)	($)	(#)	(#)	(#)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)		(l)
John F. Lundgren	February 18, 2013	975,000	1,950,000	3,900,000
	April 16, 2013				24,631	49,261	82,102					3,565,511
	December 5, 2013							21,429				1,707,891
	December 5, 2013								75,000	79.70	79.77	1,552,500

Donald Allan, Jr.	February 18, 2013	312,500	625,000	1,250,000
	April 16, 2013				3,947	7,894	15,789					593,195
	December 5, 2013							5,714				455,406
	December 5, 2013								20,000	79.70	79.77	414,000

Jeffery D. Ansell	February 18, 2013	287,500	575,000	1,150,000
	April 16, 2013				3,631	7,263	14,526					545,778
	December 5, 2013							5,714				455,406
	December 5, 2013								20,000	79.70	79.77	414,000

D. Brett Bontrager	February 18, 2013	262,500	525,000	1,050,000
	April 16, 2013				3,316	6,631	13,263					498,286
	December 5, 2013							4,286				341,594
	December 5, 2013								15,000	79.70	79.77	310,500

James M. Loree	February 18, 2013	405,000	810,000	1,620,000
	April 16, 2013				12,789	25,578	40,925					1,837,587
	December 5, 2013							14,286				1,138,594
	December 5, 2013								50,000	79.70	79.77	1,035,000

Nolan D. Archibald	February 18, 2013	1,875,000	1,875,000	1,875,000

Footnote to Columns (c), (d) and (e) of Grants of Plan-Based Awards Table
The amounts set forth in these columns are (i) the threshold, target and maximum bonuses each of the named executive officers was eligible to receive pursuant to the Company’s MICP covering the period from December 30, 2012 through December 28, 2013. The bonuses payable, which are paid during the first quarter of 2014, are set forth in Column (g) of the Summary Compensation Table and on page 16.

Footnote to Columns (f), (g) and (h) of Grants of Plan-Based Awards Table
The performance awards identified in columns (f), (g) and (h) were awarded by the Board on February 19, 2013, subject to shareholder approval of the 2013 Long Term Incentive Plan which was approved on April 16, 2013 (the “2013 Plan”), and cover a performance period that commenced on January 1, 2013 and expires at the end of the Company’s 2015 fiscal year. Each performance award represents the right to receive the number of Company shares shown in the table, subject to the attainment of performance goals at the end of the performance period and continued employment. An award recipient must generally remain employed until the time of settlement of performance awards, but pro-rated awards will vest and be paid if the performance goals are met and the participant’s employment terminates as a result of retirement, death or disability. Thirty-five percent of the potential award is contingent on the achievement of earnings per share growth, forty percent is contingent on the achievement of return on capital employed, and twenty-five percent is contingent on total shareholder return.

The number of performance shares that each executive would be eligible to receive pursuant to these awards was determined by multiplying the executive’s base salary as of January 1, 2013 by the applicable performance factor, which ranged from 40-150% in the case of threshold performance, 80-300% in the case of target performance, and 160-500% in the case of maximum performance for the named executive officers, and dividing the resulting number by the average of the high and low price of Company stock on the date of grant. Unless the Compensation Committee otherwise determines, no shares will be issued in respect of a performance goal unless threshold performance is achieved for that goal and the number of shares to be issued will be pro-rated in the event performance falls between threshold and target or target and maximum performance.

Footnote to Column (i) of Grants of Plan-Based Awards Table
The restricted stock awards identified in this column are RSUs awarded on December 5, 2013 that will vest in four equal installments on the first four anniversaries of the date of grant. An award recipient must generally remain employed until the time of vesting of awards, but awards will vest in full if the participant’s employment terminates as a result of retirement, death or disability.

Footnote to Column (j) of Grants of Plan-Based Awards Table
The stock options identified in this column are stock options granted on December 5, 2013 that will vest in four equal installments on the first four anniversaries of the date of grant. An award recipient must generally remain employed until the time of vesting of awards, but awards will vest in full if the participant’s employment terminates as a result of retirement, death or disability.

Footnote to Column (k) of Grants of Plan-Based Awards Table
All stock option grants were made pursuant to the 2013 Plan. The 2013 Plan, which has been approved by the Company’s shareholders, provides that the purchase price per share purchasable under an option may not be less than the Fair Market Value of a share on the date of grant. The 2013 Plan defines the Fair Market Value of a share as the average of the high and low price of a share as quoted on the New York Stock Exchange Composite Tape on the date as of which Fair Market Value is to be determined. The grant price may, therefore, be higher or lower than the closing price per share on the date of grant. The closing price per share on the date of grant is set forth in the column immediately adjacent to column (k).

Footnote to Column (l) of Grants of Plan-Based Awards Table
This column reflects the grant date fair value computed in accordance with FASB Codification Topic 718, Stock Compensation of the stock option grants, RSU grants and performance awards identified in this table. See footnote J of the Company’s report on Form 10-K for assumptions used in the valuation of these awards and related disclosures. The grant date fair value of performance award grants included in this column for the performance award period that runs from January 1, 2013 through the end of the Company’s 2015 fiscal year, assuming performance at maximum, is as follows: Mr. Lundgren, $5,942,543; Mr. Allan, $1,186,464; Mr. Ansell, $1,091,556; Mr. Bontrager $996,648;and Mr. Loree, $2,940,154.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth information regarding outstanding stock option, RSU and performance awards held by the named executive officers on December 28, 2013.

	Option Awards					Stock Awards
									Equity Incentive
	Number	Number				Number of	Market Value	Equity Incentive	Plan Awards:
	of Shares	of Shares	Equity Incentive Plan			Shares or	of Shares or	Plan Awards:	Market or Payout
	Underlying	Underlying	Awards:			Units of	Units of	Number of Unearned	Value of Unearned
	Unexercised	Unexercised	Number of Securities			Stock that	Stock That	Shares, Units	Shares, Units or
	Options (#)	Options (#)	Unexercised	Option Exercise	Option Expiration	Have Not	Have Not	or other Rights That	Other Rights that
Name	Exercisable	Unexercisable	Unearned Options (#)	Price ($)	Date	Vested (#)	Vested ($)	Have Not Vested (#)	Have Not Vested ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
John F. Lundgren	75,000	0	--	47.29	12/12/2015
	75,000	0	--	51.14	12/11/2016
	75,000	0	--	51.13	12/10/2017
	95,110	0	--	33.35	12/9/2018
	75,000	0	--	49.02	12/9/2019
	56,250	18,750	--	63.72	12/9/2020
	37,500	37,500	--	64.79	12/8/2021
	18,750	56,250	--	70.61	12/6/2022
	0	75,000	--	79.70	12/5/2023
						427,955	34,668,657
								25,041	2,028,592
								11,884	962,682

Donald Allan, Jr.	15,000	0	--	51.13	12/10/2017
	15,000	0	--	49.02	12/9/2019
	15,000	5,000	--	63.72	12/9/2020
	10,000	10,000	--	64.79	12/8/2021
	5,000	15,000	--	70.61	12/6/2022
	0	20,000	--	79.70	12/5/2023
						71,101	5,759,879
								4,013	325,076
								1,458	118,072

Jeffery D. Ansell	2,500	0	--	51.13	12/10/2017
	3,750	0	--	49.02	12/9/2019
	15,000	5,000	--	63.72	12/9/2020
	10,000	10,000	--	64.79	12/8/2021
	5,000	15,000	--	70.61	12/6/2022
	0	20,000	--	79.70	12/5/2023
						70,921	5,745,308
								3,692	299,071
								1,331	107,824

	Option Awards					Stock Awards
									Equity Incentive
	Number	Number				Number of	Market Value	Equity Incentive	Plan Awards:
	of Shares	of Shares	Equity Incentive Plan			Shares or	of Shares or	Plan Awards:	Market or Payout
	Underlying	Underlying	Awards:			Units of	Units of	Number of Unearned	Value of Unearned
	Unexercised	Unexercised	Number of Securities			Stock that	Stock That	Shares, Units	Shares, Units or
	Options (#)	Options (#)	Unexercised	Option Exercise	Option Expiration	Have Not	Have Not	or other Rights That	Other Rights that
Name	Exercisable	Unexercisable	Unearned Options (#)	Price ($)	Date	Vested (#)	Vested ($)	Have Not Vested (#)	Have Not Vested ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
D. Brett Bontrager	3,750	0	--	49.02	12/9/2019
	5,000	5,000	--	63.72	12/9/2020
	5,000	10,000	--	64.79	12/8/2021
	5,000	15,000	--	70.61	12/6/2022
	0	15,000	--	79.70	12/5/2023
						69,144	5,601,385
								3,371	273,085
								1,204	97,536

James M. Loree	25,000	0	--	47.29	12/12/2015
	25,000	0	--	51.14	12/11/2016
	25,000	0	--	51.13	12/10/2017
	15,850	0	--	33.35	12/9/2018
	50,000	0	--	49.02	12/9/2019
	37,500	12,500	--	63.72	12/9/2020
	25,000	25,000	--	64.79	12/8/2021
	12,500	37,500	--	70.61	12/6/2022
	0	50,000	--	79.70	12/5/2023
						261,326	21,169,984
								13,002	1,053,304
								6,180	500,601

Nolan D. Archibald	191,250	0	--	64.52	4/24/2015
	191,250	0	--	72.44	3/12/2016
	191,250	0	--	69.31	3/12/2016
	191,250	0	--	53.37	3/12/2016
	312,247	0	--	30.03	3/12/2016
	1,000,000	0	--	57.50	3/15/2020
	182,192	0	--	63.72	12/9/2020
	173,177	0	--	64.79	12/8/2021
	184,825	0	--	70.61	12/6/2022

Footnote to column (c)
All of the options identified in column (c) expire 10 years from the date of grant; the grant date therefore can be determined by subtracting 10 years from the expiration date set forth in column (f). All of the option grants identified in column (c) vest in four equal annual installments on the first four anniversaries of the date of grant. An award recipient must generally remain employed until the time of vesting of awards, but awards will vest in full if the participant’s employment terminates as a result of retirement, death or disability.

Footnote to column (g)
The awards identified in this column are (i) time vesting RSUs that have not yet vested; (ii) the performance awards for the 2011-2013 performance program, which vested upon distribution in the first quarter of 2014 based on achievement of performance goals as set forth in the Compensation Discussion and Analysis on page 19; (iii) a portion of the performance awards for the 2012-2014 performance program, which will vest following the end of the performance period, based on performance between the $5.26 per share threshold and $5.85 per share target 2012 EPS goal, achievement of the 12.0% threshold 2012 ROCE goal, and performance below the threshold 2013 EPS goal and 2013 ROCE goal, established for the 2012-2014 performance program; and (iv) a portion of the performance awards for the 2013-2015 performance program, which will vest following the end of the performance period, based on achievement of the $4.98 per share threshold 2013 EPS goal and performance between the 9.7% threshold and 10.7% target 2013 ROCE goal, established for the 2013-2015 performance program. The number of time vesting RSUs granted to each executive that had not vested as of December 28, 2013 is as set forth in the table below. Unless otherwise indicated, awards vest in four equal installments on the first four anniversaries of the grant date.

Grantee	Grant Date	Vesting Schedule	Number of Units not yet vested
John F. Lundgren	March 15, 2010	Vests in two equal installments on March 12, 2014 and		325,000
		March 12, 2015
	December 9, 2010			6,250
	December 8, 2011			12,500
	December 6, 2012			18,750
	December 5, 2013			21,429

Donald Allan, Jr.	March 12, 2010	Vests in two equal installments on March 12, 2014 and		50,000
		March 12, 2015
	December 9, 2010			1,667
	December 8, 2011			3,334
	December 6, 2012			5,001
	December 5, 2013			5,714

Jeffery D. Ansell	March 12, 2010	Vests in two equal installments on March 12, 2014 and		50,000
		March 12, 2015
	December 9, 2010			1,667
	December 8, 2011			3,334
	December 6, 2012			5,001
	December 5, 2013			5,714

D. Brett Bontrager	March 12, 2010	Vests in two equal installments on March 12, 2014 and		50,000
		March 12, 2015
	December 9, 2010			1,667
	December 8, 2011			3,334
	December 6, 2012			5,001
	December 5, 2013			4,286

James M. Loree	March 15, 2010	Vests in two equal installments on March 12, 2014 and		200,000
		March 12, 2015
	December 9, 2010			4,167
	December 8, 2011			8,334
	December 6, 2012			12,501
	December 5, 2013			14,286

Awards under the 2012-2014 and 2013-2015 performance programs will vest when awards are distributed, which is generally during the first quarter following completion of the performance cycle. An award recipient must generally remain employed until the time of vesting of awards, but awards will vest in full if the participant’s employment terminates as a result of retirement, death or disability. The March 15, 2010 grants to Mr. Lundgren and Mr. Loree are subject to the terms of their employment agreements, which provide for full and immediate vesting in certain circumstances.

Footnote to column (i)
The shares identified in this column are the number of shares that may be issued pursuant to performance awards (i) at threshold for the 2014 EPS, ROCE and TSR components of the awards for the 2012-2014 performance program; and (ii) at threshold and target for the 2014 EPS and ROCE components, respectively, at threshold and target for 2015 EPS and ROCE components, respectively, and at threshold for the TSR component of the awards for the 2013-2015 performance program. The awards for the performance periods ending at the end of fiscal years 2014 and 2015 vest upon distribution, which will occur during the first quarter of the fiscal year immediately following the performance period, following release of the Company’s financial statements. An award recipient must generally remain employed until the time of settlement of performance awards, but pro-rated awards will vest and be paid if the performance goals are met and the participant’s employment terminates as a result of retirement, death or disability.

Option Exercises and Stock Vested During 2013 Fiscal Year

The following table provides information concerning options exercised and shares vested for each named executive officer during the Company’s 2013 fiscal year.

	Number of		Number of
	Shares Acquired	Value Realized	Shares Acquired	Value Realized
	on Exercise	on Exercise	on Vesting	on Vesting
Name	(#)	($)	(#)	($)
(a)	(b)	(c)	(d)	(e)
John F. Lundgren	150,000	12,000,000	165,584	13,237,100
Donald Allan, Jr.	20,000	1,586,330	25,190	2,024,857
Jeffery D. Ansell	21,250	1,840,945	25,190	2,024,857
D. Brett Bontrager	25,000	1,977,080	24,195	1,945,035
James M. Loree	50,000	4,244,750	80,086	6,405,388
Nolan D. Archibald	573,750	47,228,649	299,993	23,883,943

Footnote to columns (d) and (e)
Shares acquired are time-vesting RSUs; performance awards for the 2010-2012 performance period that vested upon distribution in February 2013 (excluding Mr. Archibald who was not a participant in that program); and the performance awards for the 2010 Working Capital Incentive Program that vested upon distribution in July 2013 (excluding Mr. Archibald who was not a participant in that program). Figures reported include shares withheld to cover taxes upon vesting.

Pension Benefits

The following table shows the present value of accumulated benefits payable to each of the named executive officers, including years of service credited, under the Company’s non-qualified defined benefit pension plans.

		Number of	Present Value of	Payments
		Years Credited	Accumulated	During Last
		Service	Benefit	Fiscal Year
Name	Plan Name	(#)	($)	($)
(a)	(b)	(c)	(d)	(e)
John F. Lundgren	The Stanley Works Supplemental
	Executive Retirement Program	9.8	8,005,857	0

Donald Allan, Jr.	--	--	--	--

Jeffery D. Ansell	--	--	--	--

D. Brett Bontrager	--	--	--	--

James M. Loree	The Stanley Works Supplemental
	Executive Retirement Program	14.5	7,160,304	0

Nolan D. Archibald	The Black & Decker Pension Plan	23.4	770,859	55,746

Footnote to Column (b) of Pension Benefits Table

The Stanley Works Supplemental Executive Retirement Program
The Stanley Works Supplemental Executive Retirement Program (“plan”) provides benefits on a non-qualified basis to certain executive officers of the Company (“eligible employees”). Pursuant to amendments approved in 2007, the plan has been closed to new participants. Under the terms of the plan, an eligible employee became a participant in the plan upon the later of his 50^th birthday or the completion of five years of service as an eligible employee (“pre-participation service”). Messrs. Lundgren and Loree are the only named executive officers who are eligible employees in this plan. Under this plan, a participant will be entitled to receive a supplemental retirement benefit, before offsets, based on the following formula: 3% of average pay for each of the first five years of service; plus 2% of average pay for each of the next 15 years of service; plus 1% of pay for each of the next five years of service. For this purpose, average pay is equal to one-third of the participant’s highest total pay (salary and management incentive pay) for any consecutive 36-month period. The benefit will be reduced by the Core Account benefits payable under the Stanley Black & Decker Retirement Account Plan and the Stanley Black & Decker Supplemental Retirement Account Plan. Benefits become vested after a participant reaches age 54 and completes five years of pre-participation service, and vested benefits will commence upon the participant’s termination of employment. Benefits will also become vested and commence if the participant becomes totally and permanently disabled after reaching age 50, or dies after reaching age 50. Benefits will be reduced by 0.167% for each month (i.e., 2% per year) that benefits commence prior to the participant’s attainment of age 60. The normal form of payment under the plan for a married participant is a 100% joint and survivor annuity with the participant’s spouse as the joint annuitant that is an actuarial equivalent of the plan benefit determined as single life annuity unless an election is made to receive an actuarial equivalent lump sum payment or the single life annuity. The normal form of payment under the plan for an unmarried participant is the plan benefit determined as a single life annuity unless either an election is made to receive an actuarial equivalent lump sum payment or the participant was formerly married, was to receive a 100% joint and survivor annuity with the former spouse and elects a 100% joint and survivor annuity with another beneficiary. Mr. Lundgren’s benefit is to be paid at the time and in the form elected pursuant to the applicable provisions of his employment agreement.

Black & Decker Retirement Plans
Pursuant to the terms of his Employment Agreement, Mr. Archibald is entitled to receive distributions pursuant to three retirement plans sponsored by Black & Decker: The Black & Decker Pension Plan (known, effective January 1, 2013, as the Stanley Black & Decker Pension Plan), The Black & Decker Supplemental Pension Plan and The Black & Decker Supplemental Executive Retirement Plan. The Black & Decker Pension Plan is a non-contributory, tax qualified defined benefit plan that covers most salaried employees of Black & Decker (U.S.) Inc. and its subsidiaries who were employed as of December 31, 2010. All benefit accruals were frozen under The Black & Decker Pension Plan, effective at the end of 2010. Mr. Archibald commenced receiving his monthly benefit under this plan on April 1, 2013. The Black & Decker Supplemental Pension Plan is a nonqualified defined benefit plan that provides benefits for certain executives that would have accrued under The Black & Decker Pension Plan were it not for the limits imposed under the tax laws. All benefit accruals under The Black & Decker Supplemental Pension Plan were frozen, effective at the end of 2010. Benefits may be forfeited in the event of fraud or willful misconduct or, in the event that following termination of employment, there is an unauthorized disclosure or use of confidential information. The Black & Decker Supplemental Executive Retirement Plan is a nonqualified defined benefit plan that provides additional benefits for certain executives that may not be provided under The Black & Decker Pension Plan. Pursuant to an election made while he was an employee of The Black & Decker Corporation, Mr. Archibald’s benefits under The Black & Decker Supplemental Pension Plan and The Black & Decker Supplemental Executive Retirement Plan were distributed on or about September 30, 2011.

Footnote to Column (d) of Pension Benefits Table
The present value of the accumulated benefit of each named executive officer is based on the following assumptions: (i) that Mr. Lundgren will receive benefits in a lump sum, based on his written election, at the later of his actual age or his normal retirement age set forth in The Stanley Works Supplemental Executive Retirement Program (age 60); (ii) that Mr. Loree will receive benefits in a 100% joint and survivor annuity, based on his written election, at the normal retirement age set forth in The Stanley Works Supplemental Executive Retirement Program, delayed 5 ½ years (age 65, plus a six month delay because Mr. Loree is a specified employee of the Company; since Mr. Loree changed his election from a lump sum to an annuity, in accordance with the applicable provisions of The Stanley Works Supplemental Executive Retirement Plan and section 409A of the Internal Revenue Code, this benefit is not payable until 5 ½ years after his retirement); (iii) that Mr. Archibald commenced receiving a single life annuity under the Stanley Black & Decker Pension Plan (known, prior to January 1, 2013, as The Black & Decker Pension Plan) on April 1, 2013 and has received a lump sum on or about September 30, 2011 under The Black & Decker Supplemental Pension Plan and The Black & Decker Supplemental Executive Retirement Plan based on the terms of each plan; (iv) the individual will not die or withdraw funds before retirement; (v) the 2014 PPA mortality table for annuitants and non-annuitants; and (vi) a discount rate of 4.50% . With respect to Mr. Lundgren and Mr. Loree, the accrued benefit in each case has continued to grow; the increase in the present value of the benefit can also be attributed to the passage of time and in the case of Mr. Loree, the change in his elected form of payment from a lump sum to a 100 % joint and survivor annuity. With respect to Mr. Archibald his accrued benefit has not changed; the change in present value shown as zero is due to the change in assumptions from last year.

Non-Qualified Defined Contribution and Deferred Compensation Plans

Participants in the Company’s MICP, including its executive officers, may defer receipt of annual awards pursuant to the MICP, provided the election to defer receipt is made in the calendar year prior to grant of the award.

The following relates to the Stanley Black & Decker Supplemental Retirement Account Plan, a non-qualified defined contribution plan as it applies to named executive officers and certain other employees.

	Executive		Registrant		Aggregate		Aggregate
	Contributions		Contributions		Earnings		Withdrawals/		Aggregate
	in Last FY		in Last FY		in Last FY		Distributions		Balance
Name	($)		($)		($)		($)		at Last FYE ($)
(a)	(b)		(c)		(d)		(e)		(f)
John F. Lundgren		0		257,625		149,633		0		2,423,619
Donald Allan, Jr.		31,250		42,683		11,838		0		1,040,917
Jeffery D. Ansell		40,542		40,595		243,187		0		1,268,851
D. Brett Bontrager		0		26,993		17,029		0		184,296
James M. Loree		81,000		110,447		353,544		0		3,173,507
Nolan D. Archibald		20,731		0		31,629		338,374		0

Footnote to column (a) of Non-Qualified Defined Contribution and Deferred Compensation Plans Table
The Company maintains the Stanley Black & Decker Retirement Account Plan, the Stanley Black & Decker Supplemental Retirement Account Plan, and the Deferred Compensation Plan for Participants in the Company’s Management Incentive Compensation Plan. The Deferred Compensation Plan for Participants in the Company’s Management Incentive Compensation Plan has been closed to new deferrals. Certain employees may now defer bonuses and other compensation pursuant to the Stanley Black & Decker Supplemental Retirement Account Plan.

The compensation that may be deferred by employees and the amounts that may be credited to their accounts under the Stanley Black & Decker Retirement Account Plan are limited due to certain provisions of the Internal Revenue Code and the regulations. The Stanley Black & Decker Supplemental Retirement Account Plan provides executive officers and certain other employees with benefits that cannot be provided under the Stanley Black & Decker Retirement Account Plan.

Effective January 1, 2011, an eligible employee may defer up to 50% of base salary and up to 100% of his or her management incentive bonus each year under the Stanley Black & Decker Supplemental Retirement Account Plan. Matching contributions are made under the Stanley Black & Decker Supplemental Retirement Account Plan equal to 50% of the elective deferral contributions from up to 7% of the portion of compensation earned during the year that consists of salary and management incentive bonuses, including elective contributions made from such salary and management incentive bonuses under the Stanley Black & Decker Supplemental Retirement Account Plan or an arrangement described in Internal Revenue Code Section 125 or 401(k) that exceeds the amount of such compensation that may be recognized under the Stanley Black & Decker Retirement Account Plan.

Effective January 1, 2011, supplemental Core allocations are made for certain participants in the Stanley Black & Decker Supplemental Retirement Account plan, determined on the basis of the formulas in the Stanley Black & Decker Retirement Account Plan for Core allocations, Core Transition Benefit allocations, and additional Core Transition Benefit allocations, as applied to compensation in excess of the compensation recognized under the Stanley Black & Decker Retirement Account Plan. None of the Company’s named executive officers is eligible to receive supplemental additional Core Transition Benefit allocations under the Stanley Black & Decker Supplemental Retirement Account Plan. Mr. Archibald is not eligible to receive any supplemental Core allocations.

Effective January 1, 2011, all matching allocations credited under the Stanley Black & Decker Supplemental Retirement Account Plan, including any supplemental matching allocations that were made prior to 2011, are vested upon completion of one year of service or, if earlier, upon an active employee’s reaching age 55, becoming disabled, or death. Effective January 1, 2011, all Core allocations credited under the Stanley Black & Decker Supplemental Retirement Account Plan, together with prior supplemental Cornerstone allocations, are vested after three years of service or, if earlier, upon a participant’s reaching age 55, becoming disabled, or death, while employed by the Company.

All of the supplemental accounts that are described above are credited with notional investment earnings or losses, depending upon the investment options selected by the participants, which may be changed on a daily basis by the participants. A participant ordinarily receives a lump sum distribution of the vested supplemental account balances following termination of employment unless he or she has elected a later distribution date. Upon death, the vested supplemental account balances are payable in a lump sum to the designated beneficiary of the participant. However, Mr. Lundgren’s vested accounts will be distributed at the same time and in the same form as his benefit under The Stanley Works Supplemental Executive Retirement Program, and Mr. Loree’s vested accounts will be distributed at the same time and in the same form as his benefit under The Stanley Works Supplemental Executive Retirement Program.

Footnote to columns (b) and (c) of Non-Qualified Defined Contribution and Deferred Compensation Plans Table
The executive contributions listed in column (b) are reported as compensation in column (c) of the Summary Compensation Table.

The Company contributions listed in column (c) are reported as compensation in column (i) of the Summary Compensation Table.

Footnote to column (d) of Non-Qualified Defined Contribution and Deferred Compensation Plans Table
Participants in the Supplemental Retirement Account Plan may elect to have their account balances credited with notional earnings based on the performance of certain investment options made available to the participants under the plan. Participants may elect to change their investment elections at any time by contacting the Retirement Service Center via telephone or Internet. During the plan year ended December 31, 2013, the accounts of the named executive officers under the plan were credited with earnings at the following rates, based on the investment options which they elected: the Stanley Black & Decker Stock Fund 11.94%; Blackrock Money Market Fund 0.22%; SSgA US Intermediate Government/Credit Bond Index Fund (0.94%); EB DL Non SL Aggregate Bond Index Fund (2.26%); SSgA US Inflation Protected Bond Index Fund (8.70%); EB DL Non SL Stock Index Fund 32.35%; SSgA U.S. Total Market Index Fund 33.26%; SSgA US Extended Market Index Fund 37.72%; SSgA Global Equity ex US Index Fund 14.63; Neuberger Berman Genesis Fund 37.23%; Dodge & Cox International Stock Fund 26.31%; Blackrock LifePath Index Retirement Fund 6.56%; Blackrock LifePath Index 2015 Fund 7.59%; Blackrock LifePath Index 2020 Fund 10.09%; Blackrock LifePath Index 2025 Fund 12.18%; Blackrock LifePath Index 2030 Fund 14.02%; Blackrock LifePath Index 2035 Fund 15.70%; Blackrock LifePath Index 2040 Fund 17.24%; Blackrock LifePath Index 2045 Fund 18.72%; Blackrock LifePath Index 2050 Fund 20.07%; Blackrock LifePath Index 2055 Fund 21.24%. The Company has not included any portion of the earnings listed in column (d) as compensation in the Summary Compensation Table.

Footnote to column (e) of Non-Qualified Defined Contribution and Deferred Compensation Plans Table
The amount set forth in column (e) represents the distribution of funds in the Stanley Black & Decker Supplemental Retirement Account Plan pursuant to the terms of that Plan.

Retirement Programs covering Mr. Archibald

Mr. Archibald started to receive a monthly benefit under the Stanley Black & Decker Pension Plan on April 1, 2013 in connection with the termination of his employment with the Company. He received distributions pursuant to The Black & Decker Supplemental Pension Plan and The Black & Decker Supplemental Executive Retirement Plan on or about September 30, 2011 pursuant to distribution elections he made while he was an employee of The Black & Decker Corporation. Mr. Archibald became eligible for coverage under the Stanley Black & Decker Retirement Account Plan when he became an employee of the Company immediately following the Merger but was not eligible for Cornerstone or Core allocations under that plan. Effective January 1, 2011, Mr. Archibald became eligible for coverage under the Stanley Black & Decker Supplemental Retirement Account Plan, but was not eligible for Core allocations under that plan. Prior to the Merger, Mr. Archibald was eligible for contributions under The Black & Decker Retirement Savings Plan, a tax qualified 401(k) defined contribution retirement plan that, prior to 2011, covered most salaried employees of The Black & Decker Corporation and its subsidiaries. Effective January 1, 2011, The Black & Decker Retirement Savings Plan was merged into and all of its assets and liabilities were transferred to the Stanley Black & Decker Retirement Account Plan. Mr. Archibald received a distribution from the Stanley Black & Decker Retirement Account Plan on March 18, 2013, in accordance with his election following termination of his employment with the Company. In addition, as a result of the termination of his employment with the Company, Mr. Archibald received a distribution from the Stanley Black & Decker Supplemental Retirement Account Plan on October 15, 2013 in accordance with the terms of that plan.

Executive Officer Agreements

Agreement with John F. Lundgren, Chairman and Chief Executive Officer

In February 2004, the Company entered into an employment agreement with Mr. Lundgren pursuant to which Mr. Lundgren agreed to serve as the Company’s Chairman and Chief Executive Officer. On December 10, 2008, the employment agreement was amended and restated primarily to comply with rules under Section 409A of the Code, governing time and form of payments. The changes did not generally affect the scope or amount of benefits Mr. Lundgren was entitled to receive under the employment agreement. On November 2, 2009, the employment agreement was again amended and restated in connection with the Merger. Mr. Lundgren’s amended and restated agreement became effective upon completion of the Merger on March 12, 2010, at which time Mr. Lundgren’s position was changed to President, Chief Executive Officer and a Director of the Company. On March 13, 2013 the Company and Mr. Lundgren agreed that his employment agreement is to be construed and interpreted to reflect (i) that he has ceased to serve as the President of the Company and (ii) that he has assumed the additional role and responsibilities of Chairman of the Board of the Company.

As provided in the amended agreement in connection with the Merger, on March 15, 2010 Mr. Lundgren received a special grant of 325,000 RSUs that vest in two equal installments on March 12, 2014 and March 12, 2015 (the “Merger RSUs”). Pursuant to his agreement, Mr. Lundgren’s annual base salary is subject to review for increase at least annually and may not be decreased except pursuant to across-the-board salary decreases similarly affecting all senior Company executives. Pursuant to the terms of his agreement, Mr. Lundgren is entitled to participate in the MICP with an annual target bonus opportunity equal to 150% of his annual base salary, a threshold bonus opportunity equal to 75% of his annual base salary, and a maximum potential award equal to 300% of his annual base salary and he is entitled to receive (a) annual performance awards with a target annual value (based on the full grant date value as determined for purposes of the Company’s financial reporting) equal to 300% of his annual base salary, with a threshold potential annual performance award equal to 150% of his annual base salary and a maximum potential annual performance award equal to 500% of his annual base salary, and (b) annual awards of options to purchase 150,000 shares of Company common stock. Mr. Lundgren also is entitled to participate in all employee benefit plans as are generally made available to the Company’s senior officers.

Under his employment agreement, if Mr. Lundgren’s employment is terminated by the Company without cause or if Mr. Lundgren terminates his employment as a result of a constructive termination of employment, (i) Mr. Lundgren will receive a lump sum in cash equal to two times his annual base salary and target annual bonus opportunity; (ii) the Merger RSUs will immediately vest; (iii) Mr. Lundgren and his eligible dependents will receive up to twenty-four months of continued health and welfare benefits coverage; (iv) Mr. Lundgren will receive a pro-rata target annual bonus in respect of the year in which the termination of employment occurs; and (v) Mr. Lundgren will be subject to a twenty-four month non-competition and non-solicitation covenant.

As a condition to receiving the payments described above, Mr. Lundgren is required to execute a general release of claims. In addition, upon termination of his employment, the Company will provide Mr. Lundgren with access to retiree medical coverage, at his cost, on the same terms and conditions as are generally made available to other retirees of the Company; provided, however, the Company is not required to provide such access if Mr. Lundgren’s employment is terminated for cause. See the “Termination Provisions Summary” table on page 38, and the footnotes thereto, for information regarding payments which would have become payable to Mr. Lundgren if his employment had terminated effective December 28, 2013.

Agreement with James M. Loree, President and Chief Operating Officer

On November 2, 2009, in connection with the Merger, the Company entered into an employment agreement with James M. Loree, then Executive Vice President and Chief Operating Officer of the Company. Pursuant to the terms of the agreement, on March 15, 2010, Mr. Loree received a special grant of 200,000 restricted stock units that vest in two equal installments on March 12, 2014 and March 12, 2015 (the “Merger RSUs”). On January 13, 2013, Mr. Loree had been elected by the Board of Directors to serve as President and Chief Operating Officer of the Company. As a result, the Company and Mr. Loree have agreed that his employment agreement is to be construed and interpreted to reflect (i) that he has ceased to serve as Executive Vice President of the Company and (ii) that he will serve as President and Chief Operating Officer of the Company.

Mr. Loree’s annual base salary is subject to review for increase at least annually and may not be decreased except pursuant to across-the-board salary decreases similarly affecting all senior Company executives. Pursuant to the terms of his agreement, Mr. Loree is entitled to participate in the MICP with an annual target bonus opportunity equal to 100% of his annual base salary, a threshold bonus opportunity equal to 50% of his annual base salary, and a maximum potential award equal to 200% of his annual base salary and to receive (a) annual performance awards with a target annual value (based on the full grant date value as determined for purposes of the Company’s financial reporting) equal to 250% of his annual base salary, with a threshold potential annual performance award equal to 125% of his annual base salary and a maximum potential annual performance award equal to 400% of his annual base salary, and (b) annual awards of options to purchase 100,000 shares of Company common stock. Mr. Loree also is entitled to participate in all employee benefit plans as are generally made available to the Company’s senior officers.

Under his employment agreement, if Mr. Loree’s employment is terminated by the Company without cause or if Mr. Loree terminates his employment as a result of a constructive termination of employment, the employment agreement provides that (i) Mr. Loree will receive a lump sum in cash equal to two times his annual base salary and target annual bonus opportunity; (ii) the Merger RSUs will immediately vest; (iii) Mr. Loree and his eligible dependents will receive up to twenty-four months of continued health and welfare benefits coverage; (iv) Mr. Loree will receive a pro-rata target annual bonus in respect of the year in which the termination of employment occurs; (v) Mr. Loree shall be deemed to have attained service

through the greater of his actual age as of the date of termination and age 54 for all purposes (including vesting and benefit accrual) under the Supplemental Executive Retirement Plan; and (vi) Mr. Loree will be subject to a twenty-four month non-competition and non-solicitation covenant.

As a condition to receiving the payments described above, Mr. Loree is required to execute a general release of claims. In addition, upon termination of his employment, the Company will provide Mr. Loree with access to retiree medical coverage, at his cost, on the same terms and conditions as are generally made available to other retirees of the Company; provided, however, the Company is not required to provide such access if Mr. Loree’s employment is terminated for cause. See the “Termination Provisions Summary” table on page 42, and the footnotes thereto, for information regarding payments which would have become payable to Mr. Loree if his employment had terminated effective December 28, 2013.

Agreement with Nolan D. Archibald, Former Executive Chairman

On November 2, 2009, in connection with the Merger, the Company entered into an agreement with Nolan D. Archibald, who was then the Chairman, President and Chief Executive Officer of Black & Decker. Under the terms of his agreement, which became effective on March 12, 2010, Mr. Archibald served as a member and Executive Chairman of the Company’s Board of Directors and as an employee of the Company until March 12, 2013 when he retired and his employment agreement expired. See the “Termination Provisions Summary” table on page 43, and the footnotes thereto, for information regarding payments which became payable to Mr. Archibald as a result of his retirement in March 2013.

Termination and Change in Control Provisions

The Company has adopted a separation pay policy applicable to executive officers and certain other members of management pursuant to which the Company will provide separation pay upon a termination of employment that is permanent, involuntary, initiated by the Company through no fault of the affected employee, and is the direct result of a job elimination or combination with another position. The purpose of the policy is to help affected individuals transition to new employment without any loss in base compensation for a specified period. Pursuant to this policy, subject to adjustment, as required to comply with Section 409A of the Code, a named executive officer who qualifies for separation pay under the policy would receive up to one year’s pay at his or her annual base salary at the date of termination, continued life, AD&D, medical, dental and vision insurance coverage through the end of the month in which he or she receives separation pay, provided he or she makes the necessary contributions, and would be allowed 180 days plus two calendar months to exercise any vested but unexercised stock options. Any employee who is at least 55 years of age and has at least 20 years of consecutive service with the Company at the time of termination also would be eligible to receive a special medical subsidy equal to 50% of normal COBRA costs for a maximum of 18 months. The separation pay policy would not apply to Messrs. Lundgren or Loree , whose severance would be governed by the terms of their agreements as described above.

The Company’s MICP, its 2001, and 2009 Long-Term Incentive Plans (the “2001 LTIP,” the “2009 LTIP,” respectively), the 2013 Long Term Incentive Plan (collectively with the 2001 LTIP and the 2009 LTIP, the “LTIPs”) and change in control severance agreements with each of Messrs. Lundgren, Allan, Ansell, Bontrager and Loree, and other senior officers of the Company (“Change in Control Agreements”) include provisions for the acceleration of payments and/or other benefits upon the occurrence of a “Change in Control.”

A change in control under the MICP, the LTIPs and the Change in Control Agreements is generally deemed to have occurred in any of the following circumstances: (i) subject to certain exceptions, a person is or becomes the beneficial owner of securities representing 25% or more of the combined voting power of the Company’s then outstanding securities; (ii) there is a change in the composition of the Board of Directors such that less than a majority of the members were elected, nominated or appointed by at least two thirds of the incumbent directors; (iii) consummation of a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or entity other than (a) a merger or consolidation where the voting securities of the Company continue to represent at least 50% of the combined voting power of the surviving entity or any parent thereof or (b) a merger or consolidation effected to implement a recapitalization of the Company in which no person is or becomes the beneficial owner of securities representing 25% or more of the combined voting power of the Company’s then outstanding securities; or (iv) the Company’s shareholders approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of its assets unless the shareholders of the Company own at least 50% of the acquiring entity in substantially the same proportions as their ownership of the Company immediately prior to such sale.

With respect to awards granted pursuant to the 2001 LTIP and the 2009 LTIP prior to October 13, 2011, and LTIP and MICP awards granted after October 13, 2011 that are not assumed or replaced by a resulting entity, unless otherwise determined by the Compensation Committee at the time of grant of an award, upon the occurrence of a Change in Control of the Company,

(i) participants under the MICP will be entitled to a pro rata portion of their award, assuming achievement of the applicable performance goal(s) at target levels and (ii) with respect to awards under the LTIPs, all options will become immediately exercisable in full and will remain outstanding for the remainder of their terms, all performance awards will become payable or distributable, pro rata, assuming achievement at target and all restrictions applicable to restricted stock and RSUs will immediately lapse.

With respect to awards granted after October 13, 2011, the LTIPs and the MICP generally provide for a so-called “double trigger” acceleration in connection with a change in control (each as defined in the applicable plan). Accordingly, no such awards would be accelerated if such awards are assumed or replaced by the resulting entity with an equivalent award and the participant does not incur a qualifying termination prior to the end of the applicable performance period in the case of the MICP or within two years following a change in control in the case of awards under the LTIPs.

The Company initially entered into a Change in Control Agreement with Mr. Lundgren when he commenced employment on March 1, 2004 and with Mr. Loree on May 9, 2003. The Company entered into amended and restated Change in Control Agreements with each of the foregoing executives on December 10, 2008, in order to comply with the rules of Section 409A of the Code. The changes reflected in the amended and restated Change in Control Agreements do not generally affect the scope or amount of benefits the respective executive officer would be entitled to receive. The Forms of Change in Control Agreements executed with Messrs. Allan, Ansell, Bontrager, Loree and Lundgren were entered into prior to 2010 and are on file as exhibits to the Company’s Annual Report on Form 10-K for the year ended January 3, 2009.

These agreements provide for a two year term, subject to recurring one year extensions unless 90 days’ advance notice is given not to extend the term. In addition, if a Change in Control occurs during the term, the term of each such agreement will not expire earlier than two years from the date of the Change in Control. In order to receive benefits under these agreements, an executive officer must incur a qualifying termination of employment during the term of the agreement. A qualifying termination of employment will generally occur if the executive officer’s employment is actually or constructively terminated within two years following a Change in Control.

The agreements provide for the following upon a qualifying termination: (i) a lump sum cash payment equal to 3 times (for Messrs. Lundgren and Loree) or 2.5 times (for Messrs. Allan, Ansell and Bontrager) annual base salary; (ii) a cash payment equal to 3 times (for Messrs. Lundgren and Loree) or 2.5 times (for Messrs. Allan, Ansell and Bontrager) average annual bonus over the 3 years prior to termination; (iii) continuation of certain benefits and perquisites for 3 years (for Messrs. Lundgren and Loree) or 2.5 years (for Messrs. Allan, Ansell and Bontrager) (or, if shorter, until similar benefits are provided by the executive officer’s new employer); (iv) a payment reflecting the actuarial value of an additional 3 years (for Messrs. Lundgren and Loree) or 2.5 years (for Messrs. Allan, Ansell and Bontrager) of service credit for retirement pension accrual purposes under any defined benefit or defined contribution plans maintained by the Company; and (v) outplacement services (with the cost to the Company capped at $50,000). The foregoing executive officers will also be entitled to receive additional payments to the extent necessary to compensate them for any excise taxes payable by them under the federal laws applicable to excess parachute payments.

Set forth on pages 38-43 are tables setting forth the dollar amounts that would have been payable at December 28, 2013 under the various termination scenarios applicable for each named executive officer (other than Mr. Archibald). The figures set forth in the tables assume a stock price of $91.60, the highest reported sale price of a share of Company stock in the sixty (60) days preceding December 28, 2013, in calculating amounts payable in respect of RSUs and performance awards following a Change in Control, and $81.01, the closing price of Company common stock on December 27, 2013, which was the last business day of the Company’s 2013 fiscal year, in calculating all other amounts payable in respect of equity awards. The Company’s 2013 fiscal year ended on December 28, 2013. Mr. Archibald retired from the Company on March 12, 2013 and accordingly, the table for Mr. Archibald sets forth the amounts only with respect to that triggering event as of that date.

TERMINATION PROVISIONS SUMMARY
John F. Lundgren

			Involuntary
			w/out
			Cause or
			Voluntary	Involuntary
			for Good	w/out
	Voluntary	Involuntary	Reason	Cause		Death
	Resignation	For Cause	(no CIC)	upon CIC	Disability	(Pre-retirement)	Retirement
Severance	0	0	6,500,000	11,457,075	0	0	0
Pro-rata bonus for year
of termination	0	0	1,950,000	1,950,000	1,950,000	1,950,000	0
SERP/Retirement Plan	8,005,857	8,005,857	8,005,857	9,832,323	8,005,857	8,005,857	8,005,857
Supplemental Retirement
Account contributions	0	0	0	1,196,250	0	0	0
Executive benefits &
perquisites	0	0	0	176,154	0	0	0
Post-termination
life insurance	115,700	115,700	118,604	120,056	115,700	0	115,700
Post-termination health &
welfare	0	0	31,655	47,482	0	0	0
Outplacement	0	0	0	50,000	0	0	0
280G tax gross-up	0	0	0	12,054,505	0	0	0
Vesting of stock options	0	0	0	1,615,969	1,615,969	1,615,969	0
Vesting of restricted
stock units	26,328,250	0	26,328,250	35,167,896	31,102,088	31,102,088	26,328,250
Vesting of performance
shares	0	0	0	9,103,925	5,561,454	5,561,454	0
Total	34,449,807	8,121,557	42,934,366	82,771,635	48,351,068	48,235,368	34,449,807

TERMINATION PROVISIONS SUMMARY
Donald Allan, Jr.

			Involuntary
			w/out
			Cause or
			Voluntary	Involuntary
			for Good	w/out
	Voluntary	Involuntary	Reason	Cause		Death
	Resignation	For Cause	(no CIC)	upon CIC	Disability	(Pre-retirement)	Retirement
Severance	0	0	625,000	3,091,142	0	0	0
Pro-rata bonus for year
of termination	0	0	553,750	625,000	553,750	553,750	0
SERP/Retirement Plan	0	0	0	0	0	0	0
Supplemental Retirement
Account contributions	0	0	0	239,080	0	0	0
Executive benefits &
perquisites	0	0	0	80,000	0	0	0
Post-termination
life insurance	0	0	13,205	33,013	0	0	0
Post-termination health &
welfare	0	0	9,745	41,131	0	0	0
Outplacement	0	0	0	50,000	0	0	0
280G tax gross-up	0	0	0	2,669,506	0	0	0
Vesting of stock options	0	0	0	430,925	430,925	430,925	0
Vesting of restricted
stock units	0	0	0	6,019,586	5,323,653	5,323,653	0
Vesting of performance
shares	0	0	0	1,071,794	649,414	649,414	0
Total	0	0	1,201,700	14,351,177	6,957,742	6,957,742	0

TERMINATION PROVISIONS SUMMARY
Jeffery D. Ansell

			Involuntary
			w/out
			Cause or
			Voluntary	Involuntary
			for Good	w/out
	Voluntary	Involuntary	Reason	Cause		Death
	Resignation	For Cause	(no CIC)	upon CIC	Disability	(Pre-retirement)	Retirement
Severance	0	0	625,000	2,947,604	0	0	0
Pro-rata bonus for year
of termination	0	0	576,725	625,000	576,725	576,725	0
SERP/Retirement Plan	0	0	0	0	0	0	0
Supplemental Retirement
Account contributions	0	0	0	230,913	0	0	0
Executive benefits &
perquisites	0	0	0	76,875	0	0	0
Post-termination
life insurance	0	0	8,806	22,016	0	0	0
Post-termination health &
welfare	0	0	15,860	55,868	0	0	0
Outplacement	0	0	0	50,000	0	0	0
280G tax gross-up	0	0	0	0	0	0	0
Vesting of stock options	0	0	0	430,925	430,925	430,925	0
Vesting of restricted
stock units	0	0	0	6,019,586	5,323,653	5,323,653	0
Vesting of performance
shares	0	0	0	1,021,896	623,800	623,800	0
Total	0	0	1,226,391	11,480,683	6,955,103	6,955,103	0

TERMINATION PROVISIONS SUMMARY
D. Brett Bontrager

			Involuntary
			w/out
			Cause or
			Voluntary	Involuntary
			for Good	w/out
	Voluntary	Involuntary	Reason	Cause		Death
	Resignation	For Cause	(no CIC)	upon CIC	Disability	(Pre-retirement)	Retirement
Severance	0	0	525,000	2,250,871	0	0	0
Pro-rata bonus for year
of termination	0	0	265,125	525,000	265,125	265,125	0
SERP/Retirement Plan	0	0	0	0	0	0	0
Supplemental Retirement
Account contributions	0	0	0	169,904	0	0	0
Executive benefits &
perquisites	0	0	0	92,500	0	0	0
Post-termination
life insurance	0	0	25,510	63,776	0	0	0
Post-termination health &
welfare	0	0	15,260	58,778	0	0	0
Outplacement	0	0	0	50,000	0	0	0
280G tax gross-up	0	0	0	0	0	0	0
Vesting of stock options	0	0	0	424,375	424,375	424,375	0
Vesting of restricted
stock units	0	0	0	5,888,781	5,207,971	5,207,971	0
Vesting of performance
shares	0	0	0	946,778	580,212	580,212	0
Total	0	0	830,895	10,470,763	6,477,683	6,477,683	0

TERMINATION PROVISIONS SUMMARY
James M. Loree

			Involuntary
			w/out
			Cause or
			Voluntary	Involuntary
			for Good	w/out
	Voluntary	Involuntary	Reason	Cause		Death
	Resignation	For Cause	(no CIC)	upon CIC	Disability	(Pre-retirement)	Retirement
Severance	0	0	3,240,000	5,516,610	0	0	0
Pro-rata bonus for year
of termination	0	0	810,000	810,000	810,000	810,000	0
SERP/Retirement Plan	5,217,183	5,217,183	5,217,183	6,472,718	5,217,183	5,217,183	5,217,183
Supplemental Retirement
Account contributions	0	0	0	586,476	0	0	0
Executive benefits &
perquisites	0	0	0	149,359	0	0	0
Post-termination
life insurance	108,500	108,500	111,404	112,856	108,500	0	108,500
Post-termination health &
welfare	0	0	48,647	72,971	0	0	0
Outplacement	0	0	0	50,000	0	0	0
280G tax gross-up	0	0	0	6,600,010	0	0	0
Vesting of stock options	0	0	0	1,077,313	1,077,313	1,077,313	0
Vesting of restricted
stock units	0	0	16,202,000	21,918,781	19,384,721	19,384,721	0
Vesting of performance
shares	0	0	0	4,638,360	2,823,664	2,823,664	0
Total	5,325,683	5,325,683	25,629,234	48,005,454	29,421,381	29,312,881	5,325,683

TERMINATION PROVISIONS SUMMARY
Nolan D. Archibald

			Involuntary
			w/out
			Cause or
			Voluntary	Involuntary
			for Good	w/out
	Voluntary	Involuntary	Reason	Cause		Death
	Resignation	For Cause	(no CIC)	upon CIC	Disability	(Pre-retirement)	Retirement
Severance	--	--	--	--	--	--	0
Pro-rata bonus for year
of termination	--	--	--	--	--	--	364,726
Black & Decker Pension Plan	--	--	--	--	--	--	0
Black & Decker SERP	--	--	--	--	--	--	0
Black & Decker Supplemental
Pension Plan	--	--	--	--	--	--	0
Supplemental Retirement
Account contributions	--	--	--	--	--	--	0
Executive benefits &
perquisites	--	--	--	--	--	--	0
Post-termination
life insurance	--	--	--	--	--	--	334,357
Post-termination health &
welfare	--	--	--	--	--	--	0
Outplacement	--	--	--	--	--	--	0
280G tax gross-up	--	--	--	--	--	--	0
Vesting of stock options	--	--	--	--	--	--	8,989,483
Vesting of restricted
stock/RSUs	--	--	--	--	--	--	23,933,442
Vesting of cost
synergy bonus	--	--	--	--	--	--	51,352,476
Total	--	--	--	--	--	--	84,974,484

Footnotes to Termination Provision Summary Tables

The Company’s 2013 MICP, which applied to the awards that were outstanding at fiscal year end, provided that, upon an occurrence of a change in control, payments will be made on a pro rata basis, assuming performance at target, as discussed above. The Company’s MICP provides that in the case of termination that is involuntary without cause or voluntary for good reason and termination in the event of disability, death or retirement, payments will be made on a pro rata basis based on actual performance. Mr. Lundgren’s and Mr. Loree’s employment agreements provide that in the case of termination that is involuntary without cause or voluntary for good reason and termination in the event of disability or death, bonus payments will be made on a pro rata basis assuming performance at target.

The amount of benefits payable under the SERP/Retirement Plan for Messrs. Lundgren and Loree is the net amount payable after giving effect to the offset of certain amounts payable pursuant to the Supplemental Retirement Account Plan.

Benefits that Messrs. Lundgren and Loree would be entitled to receive if their employment were terminated by the Company without cause or if they were to terminate their employment as a result of a constructive termination of employment are described on pages 34- 36 under the heading “Executive Officer Agreements.” Under the terms of his employment agreement, the Merger RSUs granted to Mr. Lundgren will become immediately and fully vested in the event of his retirement which was defined, for this purpose, as Mr. Lundgren’s termination of his employment for any reason following completion of the Merger. The standard terms of the Company’s stock option and restricted unit awards provide that those awards will become fully vested upon retirement, as defined in the terms of grant. Retirement for these purposes is defined as achievement of age 55 and 10 years of service with the Company or any affiliate.

Under the terms of the Change in Control Severance Agreements between the Company and Messrs. Lundgren, Allan, Ansell, Bontrager and Loree, these executives would be entitled to life, disability, health and accident insurance coverage for a period of 3 years (for Messrs. Lundgren and Loree) or 2.5 years (for Messrs. Allan, Ansell and Bontrager) upon a termination without cause following a Change in Control. The estimated value of these benefits includes the product of the annual premiums for fully-insured plans and the equivalent costs for self-insured plans paid by the Company for life, health and accident insurance coverage for these executives during 2013 multiplied by the appropriate period of time.

As previously announced, Mr. Archibald retired as of March 12, 2013 and therefore the amounts disclosed for Mr. Archibald reflect only that triggering event. Pursuant to the terms of his employment agreement, in connection with his retirement Mr. Archibald received: (i) a prorated portion of his 2013 MICP based upon the number of days he participated in the MICP program and based on a target bonus of $1,875,000; and (ii) a cash bonus based upon the Company having achieved in excess of $350 million in cost synergies attributable to the Merger. In addition, the table for Mr. Archibald reflects the vesting of previously awarded stock options and time vesting restricted stock units upon his retirement in accordance with the Company’s standard terms of award with respect to retirement.

Executive Benefits and Perquisites include the current maximum annual allowance for each executive for financial planning services, the cost incurred by the Company for use of the car the executive is currently using, subject to the limits established by the Company as to the amount it will pay in any year, and an estimate of $5,000 per year as the cost of annual physicals.

The value attributable to the vesting of performance shares has been determined assuming performance at target for terminations following a change in control, consistent with the award terms. For termination upon retirement, death or disability, the award provisions specify that distributions would be made, pro rata, at the time awards are otherwise distributed based on the Company’s actual performance for the performance period. The value included in the calculations for performance awards for the 2011-2013 performance awards equals the amount distributed pursuant to these awards in February 2014. Performance in 2013 was below threshold for the EPS and ROCE goals established for 2013 for the 2012-2014 performance program and was between threshold and target EPS goal and maximum ROCE goal established for 2013 under the 2013-2015 performance program. The calculations with respect to distributions upon retirement, death or disability for the 2012-2014 and 2013-2015 performance periods include the amounts that would have been distributed based on achievement of these goals when distributions are made for these programs had retirement, death or disability occurred on December 28, 2013, as well as a pro-rata bonus based on performance at target for the TSR component of the 2012-2014 and 2013-2015 programs.

Director Compensation

The Corporate Governance Committee is responsible for recommending compensation programs for our non-employee directors to our Board of Directors. Accordingly, the Chairman of the Corporate Governance Committee annually collects market data regarding director compensation and reviews that data with the Corporate Governance Committee. The Corporate Governance Committee then considers whether, in light of that data, any changes in the amount or manner in which the Company compensates its independent directors is appropriate, and provides its recommendation to the full Board. The Company’s executive officers do not determine or recommend the amount or form of director compensation and the Corporate Governance Committee has not delegated its responsibility to recommend director compensation. See the discussion on page 7 under the heading “Director Compensation” for a description of the compensation provided to the non-employee directors of the Company.

					Change in
					Pension Value
					and
	Fees				Non-qualified
	Earned			Non-Equity	Deferred
	or Paid	Stock	Option	Incentive Plan	Compensation	All Other
	in Cash	Awards	Awards	Compensation	Earnings	Compensation	Total
Name	($)	($)	($)	($)	($)	($)	($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
George W. Buckley	125,000	125,000	0	0	0	5,000	255,000
Patrick D. Campbell	143,750	125,000	0	0	0	326	269,076
Carlos M. Cardoso	125,000	125,000	0	0	0	0	250,000
Robert B. Coutts	140,000	125,000	0	0	0	3,022	268,022
Debra A. Crew	0	0	0	0	0	0	0
Benjamin H. Griswold, IV	145,000	125,000	0	0	0	0	270,000
Anthony Luiso	142,247	125,000	0	0	0	0	267,247
Marianne M. Parrs	125,000	125,000	0	0	0	4,987	254,987
Robert L. Ryan	140,000	125,000	0	0	0	1,167	266,167

Footnote to Column (c) of Director Compensation Table:
The amount set forth in column (c) reflects the grant date fair value of 1,628 restricted share-based grants, which must be settled in cash, with dividend equivalent rights that were granted to each director on April 16, 2013. The dollar amount associated with all outstanding restricted stock unit awards recognized for financial statement reporting purposes for the fiscal year ended December 28, 2013 in accordance with FASB Codification Topic 718—Stock Compensation was $1,100,000. See footnote J of the Company’s report on Form 10-K for assumptions used in the valuation of these awards and related disclosures.

Footnote to Column (g) of Director Compensation Table:
The amount set forth in column (g) reflects the cost to the Company of providing products to the Directors under the Directors Product Program.

The Company maintains a Restricted Stock Unit Plan for Non-Employee Directors. Pursuant to the plan, non-employee directors receive restricted share based grants that must be settled in cash. The aggregate number of such stock awards outstanding at fiscal year end for each director is as follows:

	Aggregate Stock-Related Awards
Name	Outstanding (#)
George W. Buckley		6,658
Patrick D. Campbell		8,658
Carlos M. Cardoso		10,658
Robert B. Coutts		10,658
Debra A. Crew		0
Benjamin H. Griswold, IV		6,658
Anthony Luiso		4,867
Marianne M. Parrs		10,658
Robert L. Ryan		6,658

ITEM 2—APPROVAL OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM

Independent Registered Public Accounting Firm

Subject to the action of the shareholders at the Annual Meeting, the Board of Directors, on recommendation of the Audit Committee, has appointed Ernst & Young LLP, (“Ernst & Young”), as the registered independent public accounting firm to audit the financial statements of the Company for the current fiscal year. In the event the shareholders fail to ratify the appointment, the Audit Committee will consider it a direction to consider other auditors for the subsequent year. Because it is difficult and not cost effective to make any change in independent registered public accounting firms so far into the year, the appointment of Ernst & Young would probably be continued for 2014 unless the Audit Committee or the Board of Directors finds additional good reason for making an immediate change. Ernst & Young and predecessor firms have been the Company’s auditors for the last 70 years. Representatives of Ernst & Young will be present at the Annual Meeting with the opportunity to make a statement if they desire to do so and to respond to appropriate questions.

The Board of Directors recommends a vote FOR approval of the selection of Ernst & Young LLP as registered independent public accounting firm for the 2014 fiscal year.

Fees of Independent Auditors

General. In addition to retaining Ernst & Young to audit the Company’s consolidated financial statements for 2013, the Company retained Ernst & Young and other accounting and consulting firms to provide advisory, auditing and consulting services in 2013. The Audit Committee has adopted policies and procedures for pre-approving all audit and non-audit services provided by Ernst & Young. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally subject to a specific budget amount. With respect to non-audit services, the Audit Committee will consider, and if appropriate, give pre-approval to specific sub-categories of such services with related budget amounts. The Audit Committee may delegate pre-approval authority to one or more of its members. Ernst & Young and management are required to periodically report to the full Audit Committee regarding the extent of services provided by Ernst & Young in accordance with the Audit Committee’s policies. All of the fees paid to Ernst & Young under the categories “audit-related,” “tax services,” and “other services” were pre-approved by the Audit Committee. The aggregate fees billed to the Company by Ernst & Young for professional services in 2012 and 2013 were as follows:

Audit Fees. The aggregate fees billed by Ernst & Young to the Company for professional services rendered for the audit of the Company’s annual financial statements, reviews of the financial statements included in the Company’s Forms 10-Q, and services rendered in connection with statutory audits for 2012 and 2013 were $10,435,200 and approximately $13,733,515 (which includes $1,127,500 for 2012 statutory audit fees approved in 2013 in connection with the Company’s acquisition of Infastech in 2013), respectively.

Audit Related Fees. The aggregate fees billed by Ernst & Young to the Company in 2012 and 2013 for professional services rendered for assurance and related services that are reasonably related to the performance of the audit of the Company’s annual financial statements were $2,968,180 and approximately $332,000 respectively. Audit related services generally include fees for audits of companies acquired and sold (such as the Company’s divestiture of its HHI business in 2012), pension audits, accounting related consultations, and filings with the Securities and Exchange Commission.

Tax Fees. The aggregate fees billed by Ernst & Young to the Company in 2012 and 2013 for professional services rendered for tax compliance, tax advice and tax planning were $5,381,942 and approximately $6,814,995, respectively. Tax services include domestic and foreign tax compliance and consulting.

All Other Fees. Ernst & Young did not bill the Company for any fees for services other than audit services, audit related services and tax services in 2012 or 2013.

ITEM 3—ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS

As required pursuant to Section 14A of the Securities Exchange Act, and in accordance with the results of the 2011 shareholder advisory vote regarding the frequency of the advisory vote on compensation of our named executive officers, we are asking you to vote on an advisory (non-binding) basis on the following resolution at the 2014 Annual Meeting:

RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the other executive compensation tables and related narratives and descriptions appearing on pages 11 to 45 of the Company’s Proxy Statement for the 2014 Annual Meeting of Shareholders.

This advisory vote, commonly known as a “Say on Pay” vote, gives you the opportunity to express your views about the compensation we pay to our named executive officers, as described in this Proxy Statement. You may vote “FOR” or “AGAINST” the resolution or abstain from voting on the resolution.

Before you vote, please review the Compensation Discussion and Analysis on pages 11-23 and the tabular and narrative disclosure that follows it. These sections describe our named executive officer pay programs and the rationale behind the decisions made by our Compensation Committee.

We believe you should vote “FOR” our named executive officer compensation program, which we have designed to (1) promote our post-Merger vision, (2) strengthen the alignment among executive pay, performance and strategy, and (3) encourage our executives to deliver investment returns in line with our shareholders’ expectations. Here are the highlights of our 2013 named executive officer pay programs:

Company Performance in 2013: Company performance in 2013 , as discussed in more detail in our January 24, 2014 earnings release was as follows:

revenues were $11.0 billion, up 8% over 2012;
organic growth was 3%;
full year diluted earnings per share, excluding merger and acquisition and other charges, totaled approximately $4.98 per share;
working capital turns reached 8.0, an increase from 2012 working capital turns of 7.6;
free cash flow, excluding merger and acquisition related charges and payments, totaled $854 million.

We Delivered Strong Shareholder Return in 2013: We attained double-digit total shareholder return of 12% in 2013 and recorded three-year annualized total shareholder return of 9%. Since the Merger was announced, the value of a share of Company common stock has increased by more than 79% for those who held The Stanley Works common stock and 118% for those who held Black & Decker common stock and, when factoring in increasing dividends, the total shareholder return to legacy shareholders of The Stanley Works is 99% and to legacy shareholders of Black & Decker is 140%, as discussed on page 11. For shareholders of both companies, the returns exceed the 76% increase recognized by investors in the S&P 500 over the same period of time and reflects the benefits the Company has realized through the efforts of the executive team and the employees they supervise.
The Board’s Responsiveness to Shareholders Resulted in a 92.9% Approval in Last Year’s Say on Pay Vote: The Board has reviewed current views on corporate governance “best practices” and considered the strong shareholder support for our programs as evidenced by last year’s “Say on Pay” vote and determined that our executive compensation programs are designed to reward pay for performance.
Long-Term Performance Targets are Aggressive: Our record over the last five years shows that performance targets for our long-term performance award programs are not easily achievable. Three of the last five performance periods paid out below target including two performance periods where there were no distributions. For the 2011-2013 performance period, we did not meet threshold performance for either the EPS goal or the ROCE goal for the 2013 year and there was no payout with respect to those metrics for the 2013 portion of the cycle. In addition, our TSR percentile for the 2011-2013 performance period was below the threshold goal and as a result there was no payout with respect to the TSR metric. Accordingly, awards equaled 61.3% of overall target goal achievement as detailed on page 19.

Pay for Performance Alignment is Strong: When measured against our peers, our executive compensation programs demonstrate strong alignment between executive pay and Company performance. Nearly 80% of the compensation is at risk, on average, for our named executive officers. This strengthens the alignment of executive and shareholder interests and provides a compelling incentive for executives to optimize business results. To minimize incentives to achieve short term goals at long-term cost, our incentive programs for our named executive officers, and others, place a greater emphasis on, and provide greater rewards for, achievement of long-term goals.
Aggregate Compensation Expenditures are Targeted at the Market Median: We adjusted target compensation for our named executive officers in connection with the Merger to reflect the increased complexity and responsibilities associated with leading a company of our combined size. On average, target total compensation for our named executive officers was positioned very close to the median compensation for executives at a peer group of similarly-sized companies.

For these reasons, the Board of Directors recommends that shareholders vote FOR the approval of the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related narratives and descriptions in this Proxy Statement.

The result of the Say on Pay vote will not be binding on the Company or our Board. However, the Compensation Committee will take into account the outcome of the Say on Pay vote when considering named executive compensation arrangements for future years.

VOTING INFORMATION

Only shareholders of record as of February 24, 2014 are entitled to vote

The Company has only one class of shares outstanding. Only shareholders of record at the close of business on February 24, 2014, as shown in our records, will be entitled to vote, or to grant proxies to vote, at the Annual Meeting. On the record date, 155,740,485 shares of common stock, $2.50 par value, were outstanding and entitled to vote. On all matters voted upon at the Annual Meeting and any adjournment or postponement thereof, the holders of the common stock vote together as a single class, with each record holder of common stock entitled to one vote per share.

A majority of the votes entitled to be cast on a matter must be represented for a vote to be taken

In order to have a quorum, a majority of the votes entitled to be cast on a matter must be represented in person or by proxy at the Annual Meeting. If a quorum is not present, a majority of shares that are represented may postpone the meeting. Abstentions and broker non-votes will be counted in determining whether a quorum is present.

Vote required for approval

As long as holders representing at least a majority of the shares of Company common stock outstanding as of February 24, 2014 are present at the Annual Meeting in person or by proxy, the proposal to appoint Ernst & Young LLP as the registered independent public accounting firm for the 2014 fiscal year will be approved and the compensation of the Company’s named executive officers will be approved on an advisory basis, if the number of votes cast in favor of each such proposal exceeds the number of votes cast against that proposal. Directors will be elected by a plurality of votes cast at the Annual Meeting, provided that a quorum is present. However, if a nominee in an uncontested election receives more votes “against” than “for” election, the term of that director will end on the earlier of (1) ninety (90) days or (2) the date the Board selects a successor; provided that the Board (excluding such nominee) will have the right to select any qualified individual to fill the vacancy (including, subject to the Board’s fiduciary duties to the Company, such nominee).

Voting your shares registered in your name or held in “street name”

The Board of Directors of the Company is soliciting proxies from the shareholders of the Company. This will give you the opportunity to vote at the Annual Meeting. When you deliver a valid proxy, the shares represented by that proxy will be voted in accordance with your instructions.

Shareholders of record may vote by any one of the following methods:

	(1)		CALL 1-800-652-8683 from the US or Canada (this call is toll free) to vote by telephone anytime up to 7:00 a.m. EDT on April 15, 2014, and follow the instructions provided in the recorded message.

	(2)		GO TO THE WEBSITE: www.investorvote.com to vote over the Internet anytime up to 7:00 a.m. EDT on April 15, 2014, and follow the instructions provided on that site.

	(3)		COMPLETE, SIGN, DATE AND MAIL your proxy card in the enclosed postage-prepaid envelope. Your proxy card must be received by Computershare Investor Services, LLC, the Company’s transfer agent, prior to the commencement of the Annual Meeting at 9:30 a.m. EDT, on April 15, 2014, unless you attend the meeting, in which event you may deliver your proxy card, or vote by ballot, at the meeting. If you are voting by telephone or by the Internet, please do not return your proxy card.

If you hold your shares in the name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or nominee when voting your shares.

Voting your shares held in the Stanley Black & Decker Retirement Account Plan

If you hold shares in the Company through the Stanley Black & Decker Retirement Account Plan (the “401(k) Plan”), you can instruct the trustee, Wells Fargo Bank, N.A., in a confidential manner, how to vote the shares allocated to you in the 401(k) Plan by one of the following three methods:

(1)

CALL 1-800-652-8683 from the US or Canada (this call is toll free) to vote by telephone anytime up to 7:00 a.m. EDT on April 11, 2014, and follow the instructions provided in the recorded message.

	(2)		GO TO THE WEBSITE: www.investorvote.com to vote over the Internet anytime up to 7:00 a.m. EDT on April 11, 2014, and follow the instructions provided on that site.

	(3)		COMPLETE, SIGN, DATE AND MAIL your instruction card in the enclosed postage-prepaid envelope. Your instruction card must be received by Computershare Investor Services, LLC, the Company’s transfer agent, no later than 7:00 a.m. EDT on April 11, 2014, to ensure that the trustee of the 401(k) Plan is able to vote the shares allocated to you in accordance with your wishes at the Annual Meeting.

In addition, because only the trustee of the 401(k) Plan can vote the shares allocated to you, you will not be able to vote your 401(k) shares personally at the Annual Meeting. Please note that the trust agreement governing the 401(k) Plan provides that if the trustee does not receive your voting instructions, the trustee will vote your allocated shares in the same proportion as it votes the allocated shares for which instructions are received from participants and beneficiaries of deceased participants. The trust agreement also provides that unallocated shares are to be voted by the trustee in the same proportion as it votes allocated shares for which instructions are received from participants and beneficiaries of deceased participants. Therefore, by providing voting instructions with respect to your allocated shares, you will in effect be providing instructions with respect to a portion of the unallocated shares and a portion of the allocated shares for which instructions were not provided as well. Voting of the 401(k) Plan shares by the trustee is subject to federal pension laws, which require the trustee to act as a fiduciary for 401(k) Plan participants and beneficiaries in deciding how to vote the shares. Therefore, irrespective of these voting provisions, it is possible that the trustee may decide to vote allocated shares for which it does not receive instructions (as well as unallocated shares) in a manner other than on a proportionate basis if it believes that proportionate voting would violate applicable law. The only way to ensure that the trustee votes shares allocated to you in the 401(k) Plan in accordance with your wishes is to provide instructions to the trustee in the manner set forth above.

If you are a participant (or beneficiary of a deceased participant) in the 401(k) Plan and you also own other shares of common stock outside of your 401(k) Plan account, you should receive a voting card for shares credited to your account in the 401(k) Plan, a separate proxy card if you are a record holder of additional shares of Company common stock, and a voting instruction card if you hold additional shares of Company common stock through a broker, bank or other nominee. You must vote shares that you hold as a shareholder of record, shares that you hold through a broker, bank or other nominee, and shares that are allocated to your 401(k) Plan account separately in accordance with each of the proxy cards and voting instruction cards you receive with respect to your shares of Company common stock in order to ensure that all of your shares are voted in accordance with your wishes.

Changing your vote by revoking your proxy

If you have shares registered in your own name:

If you are a registered holder, there are three ways in which you may revoke your proxy and change your vote:

First, you may send a written notice to the Company’s transfer agent, Computershare Investor Services, LLC at 7600 Grant Street, Burr Ridge, IL 60527-7275, stating that you would like to revoke your proxy. This notice must be received prior to commencement of the Annual Meeting at 9:30 a.m. on April 15, 2014.
Second, you may complete and submit a new later-dated proxy by any of the three methods described above under “Voting your shares registered in your name or held in “street name.” The latest dated proxy actually received by the Company in accordance with the instructions for voting set forth in this Proxy Statement prior to the Annual Meeting will be the one that is counted, and all earlier proxies will be revoked.
Third, you may attend the Annual Meeting and vote in person. Simply attending the meeting, however, will not revoke your proxy. You must vote in person at the meeting to revoke your proxy.

If a broker holds your shares in “street name:”

If you have instructed a broker to vote your shares, you must follow the directions you receive from your broker to change or revoke your proxy with respect to those shares.

If you are a 401(k) Plan holder:

There are two ways in which you may revoke your instructions to the trustee and change your vote with respect to voting the shares allocated to you in the 401(k) Plan:

First, you may send a written notice to the Company’s transfer agent, Computershare Investor Services, LLC at 7600 Grant Street, Burr Ridge, IL 60527-7275, stating that you would like to revoke your instructions to Wells Fargo Bank, N.A., the trustee for the 401(k) Plan. This written notice must be received no later than 7:00 a.m. EDT on April 11, 2014, in order to revoke your prior instructions.
Second, you may submit new voting instructions under any one of the three methods described above under “Voting your shares held in the Stanley Black & Decker Retirement Account Plan.” The latest dated instructions actually received by Wells Fargo Bank, N.A., the trustee for the 401(k) Plan, in accordance with the instructions for voting set forth in this Proxy Statement, will be the ones that are counted, and all earlier instructions will be revoked.

How proxies are counted

Shares of the common stock represented by proxies received by the Company (whether through the return of the enclosed proxy card, telephone or over the Internet), where the shareholder has specified his or her choice with respect to the proposals described in this Proxy Statement (including the election of directors), will be voted in accordance with the specification(s) so made. If your proxy is properly executed but does not contain voting instructions, or if you vote via telephone or the Internet without indicating how you want to vote with respect to any item, your shares will be voted “FOR” the election of all nominees for the Board of Directors, “FOR” the ratification of the appointment of Ernst & Young LLP as the registered independent public accounting firm for the 2014 fiscal year, and “FOR” the approval, on an advisory basis, of the compensation of named executive officers.

A valid proxy also gives the individuals named as proxies authority to vote in their discretion when voting the shares on any other matters that are properly presented for action at the Annual Meeting.

A properly executed proxy marked ABSTAIN will not be voted. However, it may be counted to determine whether there is a quorum present at the Annual Meeting.

If the shares you own are held in “street name” by a broker or other nominee entity, and you provide instructions to the broker or nominee as to how to vote your shares, your broker or other nominee entity, as the record holder of your shares, is required to vote your shares according to your instructions. Under the New York Stock Exchange rules, certain proposals, such as the ratification of the appointment of the Company’s independent auditors, are considered “routine” matters and brokers and other nominee entities generally may vote on such matters on behalf of beneficial owners who have not furnished voting instructions. For “non-routine” matters, such as the election of directors and the “Say on Pay” advisory vote, brokers and other nominee entities may not vote unless they have received voting instructions from the beneficial owner. A “broker non-vote” occurs when a broker or other nominee entity does not vote on a particular proposal because it does not have authority under the New York Stock Exchange rules to vote on that particular proposal without receiving voting instructions from the beneficial owner.

Broker non-votes will not be counted with respect to the matters to be acted upon but will be counted for purposes of determining whether a quorum is present at the Annual Meeting.

If you hold shares in the Company through the 401(k) Plan, please note that the trust agreement governing the 401(k) Plan provides that if the trustee does not receive your voting instructions, the trustee will vote your allocated shares in the same proportion as it votes the allocated shares for which instructions are received from participants and beneficiaries of deceased participants. The trust agreement also provides that unallocated shares are to be voted by the trustee in the same proportion as it votes allocated shares for which instructions are received from participants and beneficiaries of deceased participants. Therefore, by providing voting instructions with respect to your allocated shares, you will in effect be providing instructions with respect to a portion of the unallocated shares and a portion of the allocated shares for which instructions were not provided as well. Voting of the 401(k) Plan shares by the trustee is subject to federal pension laws, which require the trustee to act as a fiduciary for 401(k) Plan participants and beneficiaries in deciding how to vote the shares. Therefore, irrespective of these voting provisions, it is possible that the trustee may decide to vote allocated shares for which it does not receive instructions (as well as unallocated shares) in a manner other than on a proportionate basis if it believes that proportionate voting would violate applicable law. The only way to ensure that the trustee votes shares allocated to you in the 401(k) Plan in accordance with your wishes is to provide instructions to the trustee in the manner set forth above.

Confidential Voting

All proxies, ballots and tabulations of shareholders will be kept confidential, except where mandated by law and other limited circumstances.

For participants in the 401(k) Plan, your instructions to the trustee on how to vote the shares allocated to you under the 401(k) Plan will be kept confidential.

Solicitation of Proxies

Your proxy is solicited on behalf of the Board of Directors. The Company will pay all of the expenses of the solicitation. In addition to the mailing of the proxy material, such solicitation may be made in person or by telephone by directors, officers and employees of the Company, who will receive no additional compensation therefor. The Company has retained D.F. King & Co. to aid in the solicitation of proxies. The Company expects the additional expense of D.F. King’s assistance to be approximately $13,000. The Company also will make arrangements with brokerage houses and other custodians, nominees and fiduciaries to send proxy materials to beneficial owners. The Company will, upon request, reimburse these institutions for their reasonable expenses in sending proxies and proxy material to beneficial owners. A copy of the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission for its latest fiscal year is available without charge to shareholders at the Company’s website at www.stanleyblackanddecker.com or upon written request to Stanley Black & Decker, Inc., 1000 Stanley Drive, New Britain, Connecticut 06053, Attention: Investor Relations.

Householding

In order to reduce printing and mailing costs and associated fees, the Company may deliver a single copy of this Proxy Statement and the Annual Report to multiple shareholders who share the same address in accordance with the Securities and Exchange Commission’s householding procedures. Shareholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon request, the Company will promptly deliver a copy of this Proxy Statement and the Annual Report to any shareholder at a shared address to which the Company delivered a single copy of these documents. To obtain a copy, shareholders may call the Company’s proxy solicitor, D.F. King & Co., Inc. at tel. (800) 735-3107, write to them at 48 Wall Street, New York, New York, 10005, or write to us at Stanley Black & Decker, Inc., 1000 Stanley Drive, New Britain, Connecticut 06053, Attn: Investor Relations.

Shareholder Proposals for the 2015 Annual Meeting

Shareholder proposals, submitted pursuant to Rule 14a-8 of the Exchange Act, intended to be presented at the Company’s 2015 Annual Meeting must be received by the Secretary not later than November 11, 2014 for inclusion in the Proxy Statement and form of proxy relating to such meeting. A shareholder who otherwise intends to present business at the Company’s 2015 Annual Meeting must comply with the Company’s Bylaws, which state, among other things, that to properly bring business before an annual meeting, a shareholder must give notice to the Secretary in proper written form not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary of the date on which the Proxy Statement was first mailed relating to the immediately preceding Annual Meeting of Shareholders. Thus, a notice of a shareholder proposal for the 2015 Annual Meeting, submitted other than pursuant to Rule 14a-8, will not be timely if received by the Secretary before November 11, 2014 or after December 11, 2014.

Section 16(a) Beneficial Ownership Reporting Compliance

Through inadvertence, the withholding of 20,680 shares to cover taxes upon the vesting of restricted stock units on March 31, 2013 in connection with the retirement of Mark J. Mathieu was reported late.

Questions

If you have questions about this proxy solicitation or voting, please call the Company’s proxy solicitor, D.F. King & Co., Inc. at tel. (800) 735-3107, write to them at 48 Wall Street, New York, New York, 10005, or write to us at Corporate Secretary, 1000 Stanley Drive, New Britain, Connecticut 06053.

For the Board of Directors

BRUCE H. BEATT

Secretary

Directions to the Annual Meeting of Shareholders of Stanley Black & Decker, Inc.

STANLEY BLACK & DECKER UNIVERSITY
1000 Stanley Drive
New Britain, Connecticut 06053

FROM NEW YORK STATE, DANBURY,	FROM MASSACHUSETTS OR BRADLEY
WATERBURY VIA I-84 EAST:	AIRPORT VIA I-91 SOUTH TO I-84 WEST:

Exit #37 (Fienemann Road).	Exit #37 (Fienemann Road).
Right at stop light at end of ramp.	Right at stop light at end of ramp.
Right at first stop light onto Slater Road.	Right at second stop light onto Slater Road.
Approximately 1 mile to entrance for Mountain	Approximately 1 mile to entrance for Mountain
View Corporate Park (Stanley Drive). Right into	View Corporate Park (Stanley Drive). Right into
entrance, follow driveway to Stanley Black &	entrance, follow driveway to Stanley Black &
Decker University.	Decker University.

Electronic Voting Instructions
Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.

VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.

Proxies submitted by the Internet or telephone must be received by 7:00 a.m., Eastern Daylight Time, on April 15, 2014.

Vote by Internet

Go to www.investorvote.com
Or scan the QR code with your smartphone
Follow the steps outlined on the secure website

Vote by telephone

Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone
Follow the instructions provided by the recorded message

Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.

Annual Meeting Proxy Card

1234 5678 9012 345

6 IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 6

Proposals — The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 and 3.

1. Election of Directors:

For

Withhold

For

Withhold

For

Withhold

01 - George W. Buckley

02 - Patrick D. Campbell

03 - Carlos M. Cardoso

04 - Robert B. Coutts

05 - Debra A. Crew

06 - Benjamin H. Griswold, IV

07 - John F. Lundgren

08 - Anthony Luiso

09 - Marianne M. Parrs

10 - Robert L. Ryan

For

Against

Abstain

For

Against

Abstain

Approve the selection of Ernst & Young LLP as the Company’s independent auditors for the Company’s 2014 fiscal year.

Approve, on an advisory basis, the compensation of the Company’s named executive officers.

B	Non-Voting Items
Change of Address — Please print new address below.		Comments — Please print your comments below.

Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) — Please print date below.		Signature 1 — Please keep signature within the box.	Signature 2 — Please keep signature within the box.
/	/

01S3KB

6 IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 6

Proxy — Stanley Black & Decker, Inc.

Proxy for Annual Meeting of Shareholders

April 15, 2014

Solicited on behalf of the Board of Directors

The shareholder(s) of Stanley Black & Decker, Inc. appoint(s) Benjamin H. Griswold, IV, Robert L. Ryan, and John F. Lundgren or any of them, proxies, each with full power of substitution, to vote all shares of common stock of Stanley Black & Decker, Inc. held of record in the name(s) of the undersigned at the annual meeting of shareholders to be held at Stanley Black & Decker University, 1000 Stanley Drive, New Britain, Connecticut 06053 on April 15, 2014 at 9:30 a.m., and any adjournments or postponements thereof, with all powers the shareholder(s) would possess if personally present. The shareholder(s) hereby revoke(s) any proxies previously given with respect to such meeting.

THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR ITEMS 1 THROUGH 3 LISTED ON THE REVERSE SIDE, AND IN THE DISCRETION OF THE PROXIES ON OTHER MATTERS AS MAY COME BEFORE THE MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE OR REGISTER YOUR VOTE IMMEDIATELY VIA PHONE OR INTERNET.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 15, 2014: THIS PROXY CARD TOGETHER WITH THE PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE FREE OF CHARGE BY CLICKING ON “SEC FILINGS” UNDER THE INVESTOR SECTION OF THE COMPANY’S WEBSITE (www.stanleyblackanddecker.com).

(Items to be voted appear on reverse side.)

Vote by Internet

Go to www.investorvote.com
Or scan the QR code with your smartphone
Follow the steps outlined on the secure website

Vote by telephone

Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone
Follow the instructions provided by the recorded message

Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.

Annual Meeting Proxy Card

1234 5678 9012 345

6 IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 6

Confidentiality: your instructions to the trustee on how to vote the shares allocated to you under the Stanley Black & Decker Retirement Account Plan will be kept confidential. I hereby instruct Wells Fargo Bank, N.A., as trustee of the Stanley Black & Decker Retirement Account Plan, to vote the shares allocated to my account under that Plan as follows:
A	Proposals — The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 and 3.

1. Election of Directors:

For

Withhold

For

Withhold

For

Withhold

01 - George W. Buckley

02 - Patrick D. Campbell

03 - Carlos M. Cardoso

04 - Robert B. Coutts

05 - Debra A. Crew

06 - Benjamin H. Griswold, IV

07 - John F. Lundgren

08 - Anthony Luiso

09 - Marianne M. Parrs

10 - Robert L. Ryan

For

Against

Abstain

For

Against

Abstain

Approve the selection of Ernst & Young LLP as the Company’s independent auditors for the Company’s 2014 fiscal year.

Approve, on an advisory basis, the compensation of the Company’s named executive officers.

B	Non-Voting Items
Change of Address — Please print new address below.		Comments — Please print your comments below.

Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) — Please print date below.		Signature 1 — Please keep signature within the box.	Signature 2 — Please keep signature within the box.
/	/

01S3MA

6 IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 6

Proxy — Stanley Black & Decker, Inc.

Proxy For Annual Meeting of Shareholders

April 15, 2014

Solicited on behalf of the Board of Directors

This constitutes your instruction to Wells Fargo Bank, N.A., as Trustee under the Stanley Black & Decker Retirement Account Plan to vote all shares of common stock of Stanley Black & Decker, Inc., held in the plan for which you may give voting instructions at the annual meeting of shareholders to be held at Stanley Black & Decker University, 1000 Stanley Drive, New Britain, Connecticut 06053 on April 15, 2014 at 9:30 a.m. and any adjournments or postponements thereof, as specified on the reverse side hereof. You hereby revoke any proxies previously given with respect to such meeting.

THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED BY THE TRUSTEE OF THE STANLEY BLACK & DECKER RETIREMENT ACCOUNT PLAN IN ACCORDANCE WITH CERTAIN PROCEDURES. SEE VOTING INFORMATION — VOTING YOUR SHARES HELD IN THE STANLEY BLACK & DECKER RETIREMENT ACCOUNT PLAN IN THE PROXY STATEMENT.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE OR REGISTER YOUR VOTE IMMEDIATELY VIA PHONE OR INTERNET.

(Items to be voted appear on reverse side.)