THE BLACK & DECKER 1996 STOCK OPTION PLAN
The proper execution of the duties and responsibilities of the executive and other key employees of The Black &
Decker Corporation and its subsidiaries is a vital factor in the continued growth and success of the Corporation.
Toward this end, it is necessary to attract and retain effective and capable employees to assume positions that
contribute materially to the successful operation of the business of the Corporation. It will benefit the
Corporation, therefore, to bind the interests of these persons more closely to its own interests by offering them an
attractive opportunity to acquire a proprietary interest in the Corporation and thereby provide them with added
incentive to remain in its employ and to increase the prosperity, growth, and earnings of the Corporation.
This stock option plan will serve these purposes.
The following terms wherever used herein shall have the meanings set forth below.
share of Common Stock as finally reported in the New York Stock Exchange Composite Transactions for the
New York Stock Exchange, or if shares of Common Stock are not sold on such date, the average of the high
and low sale price per share of Common Stock as finally reported in the New York Stock Exchange Composite
Transactions for the New York Stock
1:01 The term "Board of Directors" shall mean the Board of
Directors of the Corporation.
1:02 The term "Change in Control" shall have the meaning
provided in Section 10:02 of the Plan.
1:03 The term "Code" shall mean the Internal Revenue Code of 1986,
as amended, and any regulations promulgated thereunder.
1:04 The term "Committee" shall mean a committee to be
appointed by the Board of Directors to consist of two or
more of those members of the Board of Directors who are
Non-Employee Directors wit