<PAGE>
As filed with the Securities and Exchange Commission on April 28, 1998.
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
THE BLACK & DECKER CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 52-0248090
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
701 EAST JOPPA ROAD
TOWSON, MARYLAND 21286
(Address of principal executive offices)
THE BLACK & DECKER 1996 STOCK OPTION PLAN
(Full title of the plan)
CHARLES E. FENTON, ESQUIRE
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
THE BLACK & DECKER CORPORATION
701 EAST JOPPA ROAD
TOWSON, MARYLAND 21286
(410) 716-3900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Glenn C. Campbell, Esquire
Miles & Stockbridge P.C.
10 Light Street
Baltimore, Maryland 21202
(410) 727-6464
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Proposed Proposed maximum
maximum aggregate Amount of
Title of securities Amount to be offering price offering registration
to be registered registered per share (1) price (1) fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.50
per share.................... 3,000,000 $51.85 $155,550,000 $47,300
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 based on the average of the high and low sales
prices per share of the Common Stock on April 23, 1998.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by The Black & Decker Corporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference and made a part hereof:
(a) The Registrant's Annual Report on Form 10-K for the year ended December
31, 1997, as amended by the Registrant's Form 10-K/A filed with the Commission
on March 30, 1998; and
(b) The Registrant's Current Reports on Form 8-K filed with the Commission
on January 27, 1998 and April 15, 1998.
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. Description of Securities.
-------------------------
Not Applicable
ITEM 5. Interests of Named Experts and Counsel.
--------------------------------------
Not Applicable
<PAGE>
ITEM 6. Indemnification of Directors and Officers.
-----------------------------------------
The Maryland General Corporation Law authorizes Maryland corporations to
limit the liability of directors and officers to the corporation and its
stockholders for money damages except (i) to the extent that it is proved that
the director or officer actually received an improper benefit or profit in
money, property or services, for the amount of the benefit or profit actually
received, (ii) to the extent that a judgment or other final adjudication adverse
to the director or officer is entered in a proceeding based on a finding in the
proceeding that the director's or officer's action, or failure to act, was the
result of active and deliberate dishonesty and was material to the cause of
action adjudicated in the proceeding or (iii) in respect of certain other
actions not applicable to the Corporation. The Registrant's Charter limits the
liability of directors and officers to the fullest extent permitted by the
Maryland General Corporation Law.
The Maryland General Corporation Law also authorizes Maryland corporations
to indemnify present and past directors and officers of the corporation or of
another corporation for which they serve at the request of the corporation
against judgments, penalties, fines, settlements and reasonable expenses
(including attorneys' fees) actually incurred in connection with any threatened,
pending, or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation in respect of which the director or officer is adjudged to be liable
to the corporation) in which they are made parties by reason of being or having
been directors or officers, unless it is proved that (i) the act or omission of
the director or officer was material to the matter giving rise to the proceeding
and was committed in bad faith or was the result of active and deliberate
dishonesty, (ii) the director or officer actually received an improper personal
benefit in money, property or services or (iii) in the case of any criminal
proceeding, the director or officer had reasonable cause to believe that the act
or omission was unlawful. The Maryland General Corporation Law also provides
that, unless limited by the corporation's charter, a corporation shall indemnify
present and past directors and officers of the corporation who are successful,
on the merits or otherwise, in the defense of any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, against reasonable expenses (including attorneys' fees) incurred
in connection with the proceeding. The Registrant's Charter does not limit the
extent of this indemnity.
The By-Laws of the Registrant permit indemnification of directors and
officers to the fullest extent permitted by the Maryland General Corporation
Law, and the Registrant's directors and officers are covered by certain
insurance policies maintained by the Registrant.
- 2 -
<PAGE>
ITEM 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable
ITEM 8. Exhibits.
--------
Exhibit No. Description of Exhibit
- ----------- ----------------------
4 The Black & Decker 1996 Stock Option Plan, as amended.
5 Opinion of Miles & Stockbridge P.C.
23 Consent of Independent Auditors (the consent of counsel is
included in Exhibit 5).
24 Powers of Attorney.
ITEM 9. Undertakings.
------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
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<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Towson, State of Maryland, on April 28, 1998.
THE BLACK & DECKER CORPORATION
By:/s/ CHARLES E. FENTON
---------------------------
Charles E. Fenton
Senior Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Principal Executive
Officer
/s/ NOLAN D. ARCHIBALD Chairman, President April 28, 1998
- ------------------------
Nolan D. Archibald and Chief Executive
Officer
Principal Financial
Officer
/s/ THOMAS M. SCHOEWE Senior Vice President April 28, 1998
- ------------------------
Thomas M. Schoewe and Chief Financial
Officer
Principal Accounting
Officer
/s/ STEPHEN F. REEVES Vice President and April 28, 1998
- ---------------------
Stephen F. Reeves Controller
</TABLE>
- 5 -
<PAGE>
This Registration Statement also has been signed by the following
Directors, who constitute a majority of the Board of Directors:
Nolan D. Archibald/*/ Alonzo G. Decker, Jr./*/
Norman R. Augustine/*/ Anthony Luiso/*/
Barbara L. Bowles/*/ Mark H. Willes/*/
Malcolm Candlish/*/ M. Cabell Woodward, Jr./*/
*By:/s/ CHARLES E. FENTON April 28, 1998
---------------------
Charles E. Fenton
Attorney-In-Fact
- 6 -
<PAGE>
Exhibit 4
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.
ARTICLE 1:00
DEFINITIONS
The following terms wherever used herein shall have the meanings set
forth below.
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 within the meaning
of Rule 16b-3 promulgated under the Exchange Act and are outside
directors within the meaning of the Section 162(m) Regulations, as
each may be amended from time to time.
1:05 The term "Common Stock" shall mean the shares of common stock, par
value $.50 per share, of the Corporation.
1:06 The term "Corporation" shall mean The Black & Decker Corporation.
1:07 The term "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.
1:08 The term "Fair Market Value of a share of Common Stock" shall mean 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 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 Exchange for
the most recent prior date on which shares of Common Stock were sold.
1:09 The term "Immediate Family Member" shall mean each of (i) the
children, step children or grandchildren of the Initial Holder, (ii)
the spouse or any parent of the Initial Holder, (iii) any trust solely
for the benefit of any such family members, and (iv) any partnership
or other entity in which such family members are the only partners or
other equity holders.
1:10 The term "Incentive Stock Option" shall mean any Option granted
pursuant to the Plan that is designated as an Incentive Stock Option
and which satisfies the requirements of Section 422(b) of the Code.
<PAGE>
1:11 The term "Initial Holder," with respect to an Option or Right granted
under the Plan, shall mean the executive or other key employee of the
Corporation granted the Option or Right.
1:12 The term "Limited Stock Appreciation Right" shall mean a limited
tandem stock appreciation right that entitles the holder to receive
cash upon a Change in Control pursuant to Article 10:00 of the Plan.
1:13 The term "Nonqualified Stock Option" shall mean any Option granted
pursuant to the Plan that is not an Incentive Stock Option.
1:14 The term "Option" or "Stock Option" shall mean a right granted
pursuant to the Plan to purchase shares of Common Stock, and shall
include the terms Incentive Stock Option and Nonqualified Stock
Option.
1:15 The term "Option Agreement" shall mean the written agreement
representing Options granted pursuant to the Plan as contemplated by
Article 6:00 of the Plan.
1:16 The term "Option Holder" shall mean the Initial Holder so long as he
or she holds an Option initially granted to the Initial Holder, and
thereafter shall mean the beneficiary or the Immediate Family Member
to whom the Option has been transferred in accordance with Section
6:05.
1:17 The term "Plan" shall mean The Black & Decker 1996 Stock Option Plan
as approved by the Board of Directors on February 14, 1996, and
adopted by the stockholders of the Corporation at the 1996 Annual
Meeting of Stockholders, as the same may be amended from time to time.
1:18 The term "Rights" shall include Stock Appreciation Rights and Limited
Stock Appreciation Rights.
1:19 The term "Section 162(m) Regulations" shall mean the regulations
adopted pursuant to Section 162(m) of the Code.
1:20 The term "Stock Appreciation Right" shall mean a right to receive cash
or shares of Common Stock pursuant to Article 8:00 of the Plan.
1:21 The term "Stock Appreciation Right Agreement" shall mean the written
agreement representing Stock Appreciation Rights granted pursuant to
the Plan as contemplated by Article 8:00 of the Plan.
1:22 The term "Stock Appreciation Right Base Price" shall mean the base
price for determining the value of a Stock Appreciation Right under
Section 8:02, which Stock Appreciation Right Base Price shall be
established by the Committee at the time of the grant of Stock
Appreciation Rights pursuant to the Plan and shall not be less than
the Fair Market Value of a share of Common Stock on the date of grant.
If the Committee does not establish a specific Stock Appreciation
Right Base Price at the time of grant, the Stock Appreciation Right
Base Price shall be equal to the Fair Market Value of a share of
Common Stock on the date of grant of the Stock Appreciation Right.
1:23 The term "Stock Appreciation Right Holder" shall mean the Initial
Holder so long as he or she holds a Stock Appreciation Right initially
granted to the Initial Holder, and thereafter shall mean the
beneficiary or the Immediate Family Member to whom the Stock
Appreciation Right has been transferred in accordance with Section
8:05.
1:24 The term "subsidiary" or "subsidiaries" shall mean a corporation of
which capital stock possessing 50% or more of the total combined
voting power of all classes of its capital stock entitled to vote
generally in the election of directors is owned in the aggregate by
the Corporation directly or indirectly through one or more
subsidiaries.
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<PAGE>
ARTICLE 2:00
EFFECTIVE DATE OF THE PLAN
2:01 The Plan shall become effective upon stockholder approval, provided
that such approval is received on or before May 31, 1996, and provided
further that the Committee may grant Options or Rights pursuant to the
Plan prior to stockholder approval if such Options or Rights by their
terms are contingent upon subsequent stockholder approval of the Plan.
ARTICLE 3:00
ADMINISTRATION
3:01 The Plan shall be administered by the Committee.
3:02 The Committee may establish, from time to time and at any time,
subject to the limitations of the Plan as set forth herein, such rules
and regulations and amendments and supplements thereto, as it deems
necessary to comply with applicable law and regulation and for the
proper administration of the Plan. A majority of the members of the
Committee shall constitute a quorum. The vote of a majority of a
quorum shall constitute action by the Committee.
3:03 The Committee shall from time to time determine the names of those
executives and other key employees who, in its opinion, should receive
Options or Rights, and shall determine the numbers of shares on which
Options should be granted or upon which Rights should be based to each
such person and the nature of the Options or Rights to be granted,
including without limitation whether the Options or Rights shall be
transferable in accordance with the terms and conditions provided in
Section 6:12 or Section 8:11.
3:04 Options and Rights shall be granted by the Corporation only upon the
prior approval of the Committee and upon the execution of an Option
Agreement or Stock Appreciation Right Agreement between the
Corporation and the Initial Holder.
3:05 The Committee's interpretation and construction of the provisions of
the Plan and the rules and regulations adopted by the Committee shall
be final. No member of the Committee or the Board of Directors shall
be liable for any action taken or determination made, in respect of
the Plan, in good faith.
ARTICLE 4:00
PARTICIPATION IN THE PLAN
4:01 Participation in the Plan shall be limited to such executives and
other key employees of the Corporation and its subsidiaries who at the
date of grant of an Option or Right are regular, full-time employees
of the Corporation or any of its subsidiaries and who shall be
designated by the Committee together with any permitted transferees in
accordance with the terms and conditions of the Plan.
4:02 No member of the Board of Directors who is not also an employee shall
be eligible to participate in the Plan. No employee who owns
beneficially more than 10% of the total combined voting power of all
classes of stock of the Corporation shall be eligible to participate
in the Plan.
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<PAGE>
4:03 No employee may be granted, in any calendar year, Options or Stock
Appreciation Rights exceeding 300,000 in the aggregate.
ARTICLE 5:00
STOCK SUBJECT TO THE PLAN
5:01 There shall be reserved for the granting of Options or Stock
Appreciation Rights pursuant to the Plan and for issuance and sale
pursuant to such Options or Stock Appreciation Rights 5,400,000 shares
of Common Stock. To determine the number of shares of Common Stock
available at any time for the granting of Options or Stock
Appreciation Rights, there shall be deducted from the total number of
reserved shares of Common Stock, the number of shares of Common Stock
in respect of which Options have been granted pursuant to the Plan
that are still outstanding or have been exercised. The shares of
Common Stock to be issued upon the exercise of Options or Stock
Appreciation Rights granted pursuant to the Plan shall be made
available from the authorized and unissued shares of Common Stock. If
for any reason shares of Common Stock as to which an Option has been
granted cease to be subject to purchase thereunder, then such shares
of Common Stock again shall be available for issuance pursuant to the
exercise of Options or Stock Appreciation Rights pursuant to the Plan.
Except as provided in Section 5:03, however, the aggregate number of
shares of Common Stock that may be issued upon the exercise of Options
and Stock Appreciation Rights pursuant to the Plan shall not exceed
5,400,000 shares and no more than 5,400,000 Stock Appreciation Rights
shall be granted pursuant to the Plan.
5:02 Proceeds from the purchase of shares of Common Stock upon the exercise
of Options granted pursuant to the Plan shall be used for the general
business purposes of the Corporation.
5:03 Subject to the provisions of Section 10:02, in the event of
reorganization, recapitalization, stock split, stock dividend,
combination of shares of Common Stock, merger, consolidation, share
exchange, acquisition of property or stock, or any change in the
capital structure of the Corporation, the Committee shall make such
adjustments as may be appropriate in the number and kind of shares
reserved for purchase by executives or other key employees, in the
number, kind and price of shares covered by Options and Stock
Appreciation Rights granted pursuant to the Plan but not then
exercised, and in the number of Rights, if any, granted pursuant to
the Plan but not then exercised.
ARTICLE 6:00
TERMS AND CONDITIONS OF OPTIONS
6:01 Each Option granted pursuant to the Plan shall be evidenced by an
Option Agreement in such form and with such terms and conditions
(including, without limitation, noncompete, confidentiality or other
similar provisions or provisions relating to transfer) as the
Committee from time to time may determine. The right of an Option
Holder to exercise his, her or its Option shall at all times be
subject to the terms and conditions set forth in the respective Option
Agreement.
6:02 The exercise price per share for Options shall be established by the
Committee at the time of the grant of Options pursuant to the Plan and
shall not be less than the Fair Market Value of a share of Common
Stock on the date on which the Option is granted. If the Committee
does not establish a specific exercise price per share at the time of
grant, the exercise price per share shall be equal to the Fair Market
Value of a share of Common Stock on the date of grant of the Options.
6:03 Each Option, subject to the other limitations set forth in the Plan,
may extend for a period of up to 10 years from the date on which it
is granted. The term of each Option shall be determined by the
-4-
<PAGE>
Committee at the time of grant of the Option, provided that if no
term is established by the Committee the term of the Option shall be
10 years from the date on which it is granted.
6:04 Unless otherwise provided by the Committee, the number of shares of
Common Stock subject to each Option shall be divided into four
installments of 25% each. The first installment shall be exercisable
12 months after the date the Option was granted, and each succeeding
installment shall be exercisable 12 months after the date the
immediately preceding installment became exercisable. If an Option
Holder does not purchase the full number of shares of Common Stock
that he, she or it at any time has become entitled to purchase, the
Option Holder may purchase all or any part of those shares of Common
Stock at any subsequent time during the term of the Option.
6:05 Options shall be nontransferable and nonassignable, except that (i)
Options may be transferred by testamentary instrument or by the laws
of descent and distribution, and (ii) subject to the terms and
conditions of the Option Agreement or any other terms and conditions
imposed by the Committee from time to time, Options may be transferred
in accordance with the terms and conditions provided in Section 6:12
if the applicable Option Agreement or other action of the Committee
expressly provides that the Options are transferable.
6:06 Upon voluntary or involuntary termination of an Initial Holder's
employment, his or her Option (including any Option transferred in
accordance with the terms and conditions provided in Section 6:12) and
all rights thereunder shall terminate effective at the close of
business on the date the Initial Holder ceases to be a regular, full-
time employee of the Corporation or any of its subsidiaries, except
(i) to the extent previously exercised, (ii) as provided in Sections
6:07, 6:08, and 6:09, and (iii) in the case of involuntary termination
of employment, for a period of 30 days thereafter the Option Holder
shall be entitled to exercise that portion of the Option which was
exercisable at the close of business on the date the Initial Holder
ceased to be a regular, full-time employee of the Corporation or any
of its subsidiaries.
6:07 In the event an Initial Holder (i) ceases to be an executive or other
key employee of the Corporation or any of its subsidiaries due to
involuntary termination, (ii) takes a leave of absence from the
Corporation or any of its subsidiaries for personal reasons or as a
result of entry into the armed forces of the United States, or any of
the departments or agencies of the United States government, or (iii)
terminates employment by reason of illness, disability, or other
special circum stance, the Committee may consider his or her case and
may take such action in respect of the related Option Agreement as it
may deem appropriate under the circumstances, including accelerating
the time previously granted Options may be exercised and extending the
time follow ing the Initial Holder's termination of employment during
which the Option Holder is entitled to purchase the shares of Common
Stock subject to such Options, provided that in no event may any
Option be exercised after the expiration of the term of the Option.
6:08 If an Initial Holder dies during the term of his or her Option without
the Option having been exercised in full, (i) the executor or
administrator of his or her estate or the person who inherits the
right to exercise the Option by bequest or inheritance in the event
the Initial Holder was the Option Holder at the date of death or (ii)
the Option Holder in the event the Option had been transferred in
accordance with the terms and conditions provided in Section 6:12,
shall have the right within three years of the Initial Holder's death
to purchase the number of shares of Common Stock that the deceased
Initial Holder (or Option Holder, as the case may be) was entitled to
purchase at the date of death, after which the Option shall lapse,
provided that in no event may any Option be exercised after the
expiration of the term of the Option.
6:09 If an Initial Holder's employment is terminated without his or her
Option having been exercised in full and (i) the Initial Holder is 62
years of age or older, or (ii) the Initial Holder has been employed by
the Corporation or any of its subsidiaries for at least 10 years and
the Initial Holder's age plus years of such employment total not less
than 55 years, then such Initial Holder (or the Option Holder
-5-
<PAGE>
in the event the Option had been transferred in accordance with the
terms and conditions provided in Section 6:12) shall have the right
within three years of the Initial Holder's termination of employment
to purchase the number of shares of Common Stock that the Initial
Holder (or Option Holder, as the case may be) was entitled to purchase
at the date of termination, after which the Option shall lapse,
provided that in no event may any Option be exercised after the
expiration of the term of the Option.
6:10 The granting of an Option pursuant to the Plan shall not constitute or
be evidence of any agreement or understanding, express or implied, on
the part of the Corporation or any of its subsidiaries to employ the
Initial Holder for any specified period.
6:11 In addition to the general terms and conditions set forth in this
Article 6:00 in respect of Options granted pursuant to the Plan,
Incentive Stock Options granted pursuant to the Plan shall be subject
to the following additional terms and conditions:
(a) The aggregate fair market value (determined at the time the
Incentive Stock Option is granted) of the shares of Common Stock
in respect of which "incentive stock options" are exercisable for
the first time by the Option Holder during any calendar year
(under all such plans of the Corporation and its subsidiaries)
shall not exceed $100,000;
(b) The Option Agreement in respect of an Incentive Stock Option may
contain any other terms and conditions specified by the Board of
Directors that are not inconsistent with the Plan, except that
such terms and conditions must be consistent with the
requirements for "incentive stock options" under Section 422 of
the Code; and
(c) Incentive Stock Options shall not be transferable in accordance
with the terms and conditions provided in Section 6:12.
6:12 The Committee may provide, in the original grant of a Nonqualified
Stock Option or in an amendment or supplement to a previous grant,
that some or all of the Nonqualified Stock Options granted under the
Plan are transferable by the Initial Holder to an Immediate Family
Member of the Initial Holder, provided that (i) the Option Agreement,
as it may be amended from time to time, expressly so provides or the
Committee otherwise designates the Option as transferable, (ii) the
transfer by the Initial Holder is a bona fide gift without
consideration, (iii) the transfer is irrevocable, (iv) the Initial
Holder and any such transferee provides such documentation or other
information concerning the transfer or the transferee as the Committee
or any employee of the Corporation acting on behalf of the Committee
may from time to time request, and (v) the Initial Holder or the
Option Holder complies with all of the terms and conditions
(including, without limitation, any further restrictions or
limitations) included in the Option Agreement. Any Nonqualified Stock
Option transferred in accordance with the terms and conditions
provided in this Section 6:12 shall continue to be subject to the same
terms and conditions that were applicable to such Nonqualified Stock
Option prior to the transfer. Notwithstanding any other provisions of
the Plan, the Corporation shall not be required to honor any exercise
of an Option by an Immediate Family Member of an Option transferred in
accordance with the terms and conditions provided in this Section 6:12
unless and until payment or provision for payment of any applicable
withholding taxes has been made.
-6-
<PAGE>
ARTICLE 7:00
METHODS OF EXERCISE OF OPTIONS
7:01 An Option Holder (or other person or persons, if any, entitled to
exercise an Option hereunder) desiring to exercise an Option granted
pursuant to the Plan as to all or part of the shares of Common Stock
covered by the Option shall (i) notify the Corporation in writing at
its principal office at 701 East Joppa Road, Towson, Maryland 21286,
to that effect, specifying the number of shares of Common Stock to be
purchased and the method of payment therefor, and (ii) make payment or
provision for payment for the shares of Common Stock so purchased in
accordance with this Article 7:00. Such written notice may be given
by means of a facsimile transmission. If a facsimile transmission is
used, the Option Holder should mail the original executed copy of the
written notice to the Corporation promptly thereafter.
7:02 Payment or provision for payment shall be made as follows:
(a) The Option Holder shall deliver to the Corporation at the address
set forth in Section 7:01 United States currency in an amount
equal to the aggregate purchase price of the shares of Common
Stock as to which such exercise relates; or
(b) The Option Holder shall tender to the Corporation shares of
Common Stock already owned by the Option Holder that, together
with any cash tendered therewith, have an aggregate fair market
value (determined based on the Fair Market Value of a share of
Common Stock on the date the notice set forth in Section 7:01 is
received by the Corporation) equal to the aggregate purchase
price of the shares of Common Stock as to which such exercise
relates; or
(c) The Option Holder shall deliver to the Corporation an exercise
notice together with irrevocable instructions to a broker to
deliver promptly to the Corporation the amount of sale or loan
proceeds necessary to pay the aggregate purchase price of the
shares of Common Stock as to which such exercise relates and to
sell the shares of Common Stock to be issued upon exercise of the
Option and deliver the cash proceeds less commissions and
brokerage fees to the Option Holder or to deliver the remaining
shares of Common Stock to the Option Holder.
Notwithstanding the foregoing provisions, the Committee, in granting
Options pursuant to the Plan, may limit the methods in which an Option
may be exercised by any person and, in processing any purported
exercise of an Option granted pursuant to the Plan, may refuse to
recognize the method of exercise selected by the Option Holder (other
than the method of exercise set forth in Section 7:02(a)) if, (A) in
the opinion of counsel to the Corporation, (i) the Initial Holder or
the Option Holder is or within the six months preceding such exercise
was subject to reporting under Section 16(a) of the Exchange Act and
(ii) there is a substantial likelihood that the method of exercise
selected by the Option Holder would subject the Initial Holder or the
Option Holder to a substantial risk of liability under Section 16 of
the Exchange Act, or (B) in the opinion of the Committee, the method
of exercise could have an adverse tax or accounting effect to the
Corporation.
7:03 In addition to the alternative methods of exercise set forth in
Section 7:02, holders of Nonqualified Stock Options shall be entitled,
at or prior to the time the written notice provided for in Section
7:01 is delivered to the Corporation, to elect to have the Corporation
withhold from the shares of Common Stock to be delivered upon exercise
of the Nonqualified Stock Option that number of shares of Common Stock
(determined based on the Fair Market Value of a share of Common Stock
on the date the notice set forth in Section 7:01 is received by the
Corporation) necessary to satisfy any withholding taxes attributable
to the exercise of the Nonqualified Stock Option. Alternatively, such
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<PAGE>
holder of a Nonqualified Stock Option may elect to deliver previously
owned shares of Common Stock upon exercise of the Nonqualified Stock
Option to satisfy any withholding taxes attributable to the exercise
of the Nonqualified Stock Option. The maximum amount that an Option
Holder may elect to have withheld from the shares of Common Stock
otherwise deliverable upon exercise or the maximum number of
previously owned shares an Option Holder may deliver shall be based on
the maximum federal, state and local taxes payable by the Option
Holder. Notwithstanding the foregoing provisions, the Committee may
include in the Option Agreement relating to any such Nonqualified
Stock Option provisions limiting or eliminating the Option Holder's
ability to pay his or her withholding tax obligation with shares of
Common Stock or, if no such provisions are included in the Option
Agreement but in the opinion of the Committee such withholding could
have an adverse tax or accounting effect to the Corporation, at or
prior to exercise of the Nonqualified Stock Option the Committee may
so limit or eliminate the Option Holder's ability to pay his or her
withholding tax obligation with shares of Common Stock.
Notwithstanding the foregoing provisions, a holder of a Nonqualified
Stock Option may not elect any of the methods of satisfying his or her
withholding tax obligation in respect of any exercise if, in the
opinion of counsel to the Corporation, (i) the Initial Holder or the
holder of the Nonqualified Stock Option is or within the six months
preceding such exercise was subject to reporting under Section 16(a)
of the Exchange Act and (ii) there is a substantial likelihood that
the election or timing of the election would subject the Initial
Holder or the holder of the Nonqualified Stock Option to a substantial
risk of liability under Section 16 of the Exchange Act.
7:04 An Option Holder at any time may elect in writing to abandon an Option
in respect of all or part of the number of shares of Common Stock as
to which the Option shall not have been exercised.
7:05 An Option Holder shall have none of the rights of a stockholder of the
Corporation until the shares of Common Stock covered by the Option are
issued upon exercise of the Option.
ARTICLE 8:00
TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS
8:01 Each Stock Appreciation Right granted pursuant to the Plan shall be
evidenced by a Stock Appreciation Right Agreement in such form and
with such terms and conditions (including, without limitation,
noncompete, confidentiality or other similar provisions or provisions
relating to transfer) as the Committee from time to time may
determine. Notwithstanding the foregoing provision, Stock
Appreciation Rights granted in tandem with a related Option shall be
evidenced by the Option Agreement in respect of the related Option.
The right of a Stock Appreciation Right Holder to exercise his, her or
its Stock Appreciation Right shall at all times be subject to the
terms and conditions set forth in the respective Stock Appreciation
Right Agreement.
8:02 Each Stock Appreciation Right shall entitle the holder, subject to the
terms and conditions of the Plan, to receive upon exercise of the
Stock Appreciation Right an amount, payable in cash or shares of
Common Stock (determined based on the Fair Market Value of a share of
Common Stock on the date the notice set forth in Section 9:01 is
received by the Corporation), equal to the Fair Market Value of a
share of Common Stock on the date of receipt by the Corporation of the
notice required by Section 9:01 less the Stock Appreciation Right Base
Price. Notwithstanding the foregoing provision, each Stock
Appreciation Right that is granted in tandem with a related Option
shall entitle the holder, subject to the terms and conditions of the
Plan, to surrender to the Corporation for cancellation all or a
portion of the related Option, but only to the extent such Stock
Appreciation Right and related Option then are exercisable, and to be
paid therefor an amount, payable in cash or shares of Common Stock
(determined based on the Fair Market Value of a share of Common Stock
on the date the notice set forth in Section 9:01 is received by the
Corporation), equal to the Fair Market Value of a share of Common
Stock on the date of receipt by the Corporation of the notice required
by Section 9:01 less the Stock Appreciation Right Base Price.
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<PAGE>
8:03 Each Stock Appreciation Right, subject to the other limitations set
forth in the Plan, may extend for a period of up to 10 years from the
date on which it is granted. The term of each Stock Appreciation Right
shall be determined by the Committee at the time of grant of the Stock
Appreciation Right, provided that if no term is established by the
Committee the term of the Stock Appreciation Right shall be 10 years
from the date on which it is granted.
8:04 Unless otherwise provided by the Committee, the number of Stock
Appreciation Rights granted pursuant to each Stock Appreciation Right
Agreement shall be divided into four installments of 25% each. The
first installment shall be exercisable 12 months after the date the
Stock Appreciation Right was granted, and each succeeding installment
shall be exercisable 12 months after the date the immediately
preceding installment became exercisable. If a Stock Appreciation
Right Holder does not exercise the Stock Appreciation Right to the
extent that he, she or it at any time has become entitled to exercise,
the Stock Appreciation Right Holder may exercise all or any part of
the Stock Appreciation Right at any subsequent time during the term of
the Stock Appreciation Right.
8:05 Stock Appreciation Rights shall be nontransferable and nonassignable,
except that (i) Stock Appreciation Rights may be transferred by
testamentary instrument or by the laws of descent and distribution,
and (ii) subject to the terms and conditions of the Stock Appreciation
Right Agreement or any other terms and conditions imposed by the
Committee from time to time, Stock Appreciation Rights may be
transferred in accordance with the terms and conditions provided in
Section 8:11 if the applicable Stock Appreciation Right Agreement or
other action of the Committee expressly provides that the Stock
Appreciation Rights are transferable.
8:06 Upon voluntary or involuntary termination of an Initial Holder's
employment, his or her Stock Appreciation Right (including any Stock
Appreciation Right transferred in accordance with the terms and
conditions provided in Section 8:11) and all rights thereunder shall
terminate effective as of the close of business on the date the
Initial Holder ceases to be a regular, full-time employee of the
Corporation or any of its subsidiaries, except (i) to the extent
previously exercised, (ii) except as provided in Sections 8:07, 8:08,
and 8:09, and (iii) in the case of involuntary termination of
employment, for a period of 30 days thereafter the Stock Appreciation
Right Holder shall be entitled to exercise that portion of the Stock
Appreciation Right which was exercisable at the close of business on
the date the Initial Holder ceased to be a regular, full-time employee
of the Corporation or any of its subsidiaries.
8:07 In the event an Initial Holder (i) ceases to be an executive or other
key employee of the Corporation or any of its subsidiaries due to
involuntary termination, (ii) takes a leave of absence from the
Corporation or any of its subsidiaries for personal reasons or as a
result of entry into the armed forces of the United States, or any of
the departments or agencies of the United States government, or (iii)
terminates employment by reason of illness, disability, or other
special circumstance, the Committee may consider his or her case and
may take such action in respect of the related Stock Appreciation
Right Agreement as it may deem appropriate under the circumstances,
including accelerating the time previously granted Stock Appreciation
Rights may be exercised and extending the time following the Initial
Holder's termination of employment during which the Stock Appreciation
Right Holder is entitled to exercise the Stock Appreciation Rights,
provided that in no event may any Stock Appreciation Right be
exercised after the expiration of the term of the Stock Appreciation
Right.
8:08 If an Initial Holder dies during the term of his or her Stock
Appreciation Right without the Stock Appreciation Right having been
exercised in full, (i) the executor or administrator of his or her
estate or the person who inherits the right to exercise the Stock
Appreciation Right by bequest or inheritance in the event the Initial
Holder was the Stock Appreciation Right Holder at the date of death or
(ii) the Stock Appreciation Right Holder in the event the Stock
Appreciation Right had been transferred in accordance with the terms
and conditions provided in Section 8:11, shall have the right
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<PAGE>
within three years of the Initial Holder's death to exercise
the Stock Appreciation Rights that the Initial Holder (or Stock
Appreciation Right Holder, as the case may be) was entitled to
purchase at the date of death, after which the Stock Appreciation
Right shall lapse, provided that in no event may any Stock
Appreciation Right be exercised after the expiration of the term of
the Stock Appreciation Right.
8:09 If an Initial Holder's employment is terminated without his or her
Stock Appreciation Right having been exercised in full and (i) the
Initial Holder is 62 years of age or older, or (ii) the Initial Holder
has been employed by the Corporation or any of its subsidiaries for at
least 10 years and the Initial Holder's age plus years of such
employment total not less than 55 years, then such Initial Holder (or
the Stock Appreciation Right Holder in the event the Stock
Appreciation Right had been transferred in accordance with the terms
and conditions provided in Section 8:11) shall have the right within
three years of the Initial Holder's termination of employment to
exercise the Stock Appreciation Rights that the Initial Holder (or
Stock Appreciation Right Holder, as the case may be) was entitled to
exercise at the date of termination, after which the Stock
Appreciation Right shall lapse, provided that in no event may any
Stock Appreciation Right be exercised after the expiration of the term
of the Stock Appreciation Right.
8:10 The granting of a Stock Appreciation Right pursuant to the Plan shall
not constitute or be evidence of any agreement or understanding,
expressed or implied, on the part of the Corporation or any of its
subsidiaries to employ the Initial Holder for any specified period.
8:11 The Committee may provide, in the original grant of a Stock
Appreciation Right or in an amendment or supplement to a previous
grant, that some or all of the Stock Appreciation Rights granted under
the Plan are transferable by the Initial Holder to an Immediate Family
Member of the Initial Holder, provided that (i) the Stock Appreciation
Right Agreement, as it may be amended from time to time, expressly so
provides or the Committee otherwise designates the Stock Appreciation
Right as transferable, (ii) the transfer by the Initial Holder is a
bona fide gift without consideration, (iii) the transfer is
irrevocable, (iv) the Initial Holder and any such transferee provides
such documentation or other information concerning the transfer or the
transferee as the Committee or any employee of the Corporation acting
on behalf of the Committee may from time to time request, and (v) the
Initial Holder or the Stock Appreciation Right Holder complies with
all of the terms and conditions (including, without limitation, any
further restrictions or limitations) included in the Stock
Appreciation Right Agreement. Any Stock Appreciation Right
transferred in accordance with the terms and conditions provided in
this Section 8:11 shall continue to be subject to the same terms and
conditions that were applicable to such Stock Appreciation Right prior
to the transfer. Notwithstanding any other provisions of the Plan,
the Corporation shall not be required to honor any exercise of a Stock
Appreciation Right by an Immediate Family Member of a Stock
Appreciation Right transferred in accordance with the terms and
conditions provided in this Section 8:11 unless and until payment or
provision for payment of any applicable withholding taxes has been
made.
ARTICLE 9:00
METHODS OF EXERCISE OF STOCK APPRECIATION RIGHTS
9:01 A Stock Appreciation Right Holder (or other person or persons, if any,
entitled to exercise a Stock Appreciation Right hereunder) desiring to
exercise a Stock Appreciation Right granted pursuant to the Plan shall
notify the Corporation in writing at its principal office at 701 East
Joppa Road, Towson, Maryland 21286, to that effect, specifying the
number of Stock Appreciation Rights to be exercised. Such written
notice may be given by means of a facsimile transmission. If a
facsimile transmission is used, the Stock Appreciation Right Holder
should mail the original executed copy of the written notice to the
Corporation promptly thereafter.
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9:02 The Committee in its sole and absolute discretion shall determine
whether a Stock Appreciation Right shall be settled upon exercise in
cash or in shares of Common Stock. The Committee, in making such a
determination, may from time to time adopt general guidelines or
determinations as to whether Stock Appreciation Rights shall be
settled in cash or in shares of Common Stock.
ARTICLE 10:00
LIMITED STOCK APPRECIATION RIGHTS
10:01 Notwithstanding any other provision of the Plan, the Committee, in its
sole and absolute discretion, may grant Limited Stock Appreciation
Rights entitling Option Holders to receive, in connection with a
Change in Control (as defined in Section 10:02), a cash payment in
cancellation of all of their Options which are outstanding on the date
the Change in Control occurs (whether or not such Options are then
presently exercisable), which payment shall be equal to the number of
shares covered by the cancelled Options multiplied by the excess over
the exercise price of the Options of the higher of the (i) Fair Market
Value of a share of Common Stock on the date of the Change in Control
or (ii) the highest per share price paid for the shares of Common
Stock in connection with the Change in Control (with the value of any
noncash consideration paid in connection with the Change in Control to
be determined by the Committee in its sole and absolute discretion).
For purposes of this Section 10:01 as well as the other provisions of
this Plan, once an Option or portion of an Option has terminated,
lapsed or expired, or has been abandoned, in accordance with the
provisions of the Plan, the Option (or the portion of the Option) that
has terminated, lapsed or expired, or has been abandoned, shall cease
to be outstanding. Limited Stock Appreciation Rights shall not be
exercisable at the discretion of the Option Holder but shall
automatically be exercised upon a Change in Control.
10:02 For purposes of Section 10:01 of the Plan, a "Change in Control" shall
mean a change in control of the Corporation of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Exchange Act, whether or not the
Corporation is in fact required to comply therewith, provided that,
without limitation, such a Change in Control shall be deemed to have
occurred if (A) any "person" (as such term is used in Sections 13(d)
and 14(d) of the Exchange Act), other than a trustee or other
fiduciary holding securities under an employee benefit plan of the
Corporation or any of its subsidiaries, or a corporation owned,
directly or indirectly, by the stockholders of the Corporation in
substantially the same proportions as their ownership of stock of the
Corporation, is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities
of the Corporation representing 20% or more of the combined voting
power of the Corporation's then outstanding securities; or (B) during
any period of two consecutive years, individuals who at the beginning
of such period constitute the Board of Directors and any new director
(other than a director designated by a person who has entered into an
agreement with the Corporation to effect a transaction described in
clauses (A) or (C) of this Section 10.02) whose election by the Board
of Directors or nomination for election by the Corporation's
stockholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the
beginning of the period or whose election or nomination for election
was previously so approved, cease for any reason to constitute a
majority thereof; or (C) the stockholders of the Corporation approve a
merger, share exchange or consolidation of the Corporation with any
other corporation, other than a merger, share exchange or
consolidation which would result in the voting securities of the
Corporation outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity) at least 60% of the
combined voting power of the voting securities of the Corporation or
such surviving entity outstanding immediately after such merger, share
exchange or consolidation, or the stockholders of the Corporation
approve a plan of complete liquidation of the Corporation or an
agreement for the sale or disposition by the Corporation of all or
substantially all the Corporation's assets.
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<PAGE>
10:03 Limited Stock Appreciation Rights shall be nontransferable and
nonassignable, except that Limited Stock Appreciation Rights shall
automatically be transferred and assigned in tandem with a transfer
of the related Options in accordance with Section 6:05.
ARTICLE 11:00
AMENDMENTS AND DISCONTINUANCE OF THE PLAN
11:01 The Board of Directors shall have the right at any time and from time
to time to amend, modify, or discontinue the Plan provided that,
except as provided in Section 5:03, no such amendment, modification,
or discontinuance of the Plan shall (i) revoke or alter the terms of
any valid Option, Stock Appreciation Right, or Limited Stock
Appreciation Right previously granted pursuant to the Plan,
(ii) increase the number of shares of Common Stock to be reserved for
issuance and sale pursuant to Options or Stock Appreciation Rights
granted pursuant to the Plan, (iii) decrease the price determined
pursuant to the provisions of Section 6:02 or increase the amount of
cash or shares of Common Stock that a Stock Appreciation Right Holder
is entitled to receive upon exercise of a Stock Appreciation Right,
(iv) change the class of employee to whom Options or Stock
Appreciation Rights may be granted pursuant to the Plan, or
(v) provide for Options or Stock Appreciation Rights exercisable more
than 10 years after the date granted.
ARTICLE 12:00
PLAN SUBJECT TO GOVERNMENTAL LAWS AND REGULATIONS
12:01 The Plan and the grant and exercise of Options, Stock Appreciation
Rights, and Limited Stock Appreciation Rights pursuant to the Plan
shall be subject to all applicable governmental laws and regulations.
Notwithstanding any other provision of the Plan to the contrary, the
Board of Directors may in its sole and absolute discretion make such
changes in the Plan as may be required to conform the Plan to such
laws and regulations.
ARTICLE 13:00
DURATION OF THE PLAN
13:01 No Option or Stock Appreciation Right shall be granted pursuant to the
Plan after the close of business on February 13, 2006.
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Exhibit 5
MILES & STOCKBRIDGE P.C.
10 Light Street
Baltimore, Maryland 21202
April 28, 1998
The Black & Decker Corporation
701 East Joppa Road
Towson, Maryland 21286
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933 of
3,000,000 shares of Common Stock, par value $.50 per share, of The Black &
Decker Corporation, a Maryland corporation (the "Corporation"), to be issued in
connection with The Black & Decker 1996 Stock Option Plan, as amended (the
"Plan"), we have examined such corporate records, certificates and documents as
we deemed necessary for the purpose of this opinion.
Based on the foregoing, we are of the opinion that the Plan has been duly
and validly authorized and adopted by the Board of Directors of the Corporation,
and that the Common Stock being registered under the Securities Act of 1933,
when issued in accordance with the terms and conditions of the Plan, will be
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving our consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
Miles & Stockbridge P.C.
By: /s/ Glenn C. Campbell
---------------------------
Principal
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to The Black & Decker 1996 Stock Option Plan of our
report dated January 26, 1998, with respect to the consolidated financial
statements and schedule of The Black & Decker Corporation included in its Annual
Report (Form 10-K) for the year ended December 31, 1997, as amended by Form 10-
K/A filed with the Securities and Exchange Commission on March 30, 1998.
/s/ ERNST & YOUNG LLP
Baltimore, Maryland
April 27, 1998
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
We, the undersigned Directors and Officers of The Black & Decker
Corporation (the "Corporation"), hereby constitute and appoint Nolan D.
Archibald, Thomas M. Schoewe and Charles E. Fenton, and each of them, with power
of substitution, our true and lawful attorneys-in-fact with full power to sign
for us, in our names and in the capacities indicated below, a Registration
Statement on Form S-8, and any and all amendments thereto (including post-
effective amendments), for the purpose of registering under the Securities Act
of 1933, as amended, up to 3,000,000 shares of Common Stock of the Corporation
under The Black & Decker 1996 Stock Option Plan.
/s/ NOLAN D. ARCHIBALD Director, Chairman, April 28, 1998
- ------------------------- President and Chief
Nolan D. Archibald Executive Officer
(Principal Executive
Officer)
/s/ NORMAN R. AUGUSTINE Director April 28, 1998
- -------------------------
Norman R. Augustine
/s/ BARBARA L. BOWLES Director April 28, 1998
- -------------------------
Barbara L. Bowles
/s/ MALCOLM CANDLISH Director April 28, 1998
- -------------------------
Malcolm Candlish
/s/ ALONZO G. DECKER, JR. Director April 28, 1998
- --------------------------
Alonzo G. Decker, Jr.
/s/ ANTHONY LUISO Director April 28, 1998
- --------------------------
Anthony Luiso
/s/ MARK H. WILLES Director April 28, 1998
- --------------------------
Mark H. Willes
/s/ M. CABELL WOODWARD, JR. Director April 28, 1998
- ---------------------------
M. Cabell Woodward, Jr.
/s/ THOMAS M. SCHOEWE Senior Vice President April 28, 1998
- --------------------------- and Chief Financial
Thomas M. Schoewe Officer (Principal
Financial Officer)
/s/ STEPHEN F. REEVES Vice President and April 28, 1998
-------------------------- Controller
Stephen F. Reeves (Principal Accounting
Officer)
