Exhibit 10(c)
August 2, 2000
Mr. Charles E. Fenton
The Black & Decker Corporation
701 East Joppa Road
Towson, Maryland 21286
Dear Charlie:
The Black & Decker Corporation (the "Corporation") considers it
essential to the best interests of its stockholders to foster the continuous
employment of key management personnel. In this connection, the Board of
Directors of the Corporation (the "Board") recognizes that, as is the case with
many publicly held corporations, the possibility of a change in control of the
Corporation may exist and that such possibility, and the uncertainty and
questions that it may raise among management, may result in the departure or
distraction of management personnel to the detriment of the Corporation and its
stockholders.
The Board has determined that appropriate steps should be taken to
reinforce and encourage the continued attention and dedication of members of the
Corporation's management, including yourself, to their assigned duties without
distraction in the face of potentially disturbing circumstances arising from the
possibility of a change in control of the Corporation, although no such change
is now contemplated.
In order to induce you to remain in the employ of the Corporation, the
Corporation agrees that you shall receive the severance benefits set forth in
this letter agreement (the "Agreement") in the event your employment with the
Corporation is terminated subsequent to a "change in control of the Corporation"
(as defined in Section 2 hereof) under the circumstances described below.
1. Term of Agreement. This Agreement shall commence on the date hereof
and shall continue in effect through December 31, 2005; provided, however, that
if a change in control of the Corporation shall have occurred prior to December
31, 2005, this Agreement shall continue in effect for a period of 36 months
beyond the month in which the change in control of the Corporation occurred and
then terminate. Notwithstanding the foregoing, and provided no change in control
of the Corporation shall have occurred, this Agreement shall automatically
terminate upon the earlier to occur of (i) your termination of employment with
the Corporation, or (ii) the Corporation's giving you notice of termination,
regardless of the effective date of such termination.
2. Change in Control. No benefits shall be payable hereunder unless
there shall have been a change in control of the Corporation as set forth below.
For purposes of this Agreement, a "change in control of the Corporation" shall
mean a change in control that would be reportable in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), provided that, without limitation, such a
change in control shall be deemed to have occurred if (A) any "person" (as that
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; (B)
during any period of two consecutive years, individuals who at the beginning of
that period constitute the Board 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 (D) of this Section) whose
election by the Board 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 of the Board; (C) the Corporation enters
into an agreement, the consummation of which would result in the occurrence of a
change in control of the Corporation; or (D) 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 that
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 the
surviving entity outstanding immediately after the 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.
3. Termination Following Change in Control of the Corporation. If any
of the events described in Section 2 hereof constituting a change in control of
the Corporation shall have occurred, you shall be entitled to the benefits
provided in Subsection 4(iii) hereof upon the subsequent termination of your
employment during the term of this Agreement unless the termination is (A)
because of your death or Disability, (B) by the Corporation for Cause, or (C) by
you other than for Good Reason.
(i) Disability. If, as a result of your incapacity due to
physical or mental illness, you shall have been absent from the full-time
performance of your duties with the Corporation for six consecutive months, and
within 30 days after written notice of termination is given you shall not have
returned to the full-time performance of your duties, your employment may be
terminated for "Disability."
(ii) Cause. Termination by the Corporation of your
employment for "Cause" shall mean termination upon (A) the willful and continued
failure by you to substantially perform your duties with the Corporation, other
than failure resulting from your incapacity due to physical or mental illness or
any actual or anticipated failure after the issuance by you of a Notice of
Termination (as defined in Subsection 3(iv) hereof) for Good Reason (as defined
in Subsection 3(iii) hereof), after a written demand for substantial performance
is delivered to you by the Board, which demand specifically identifies the
manner in which the Board believes that you have not substantially performed
your duties, or (B) your willfully engaging in conduct that is demonstrably and
materially injurious to the Corporation, monetarily or otherwise. For purposes
of this Subsection, no act or failure to act on your part shall be deemed
"willful" unless done, or omitted to be done, by you not in good faith and
without reasonable belief that your action or omission was in the best interest
of the Corporation. Notwithstanding the foregoing, you shall not be deemed to
have been terminated for Cause unless and until there shall have been delivered
to you a copy of a resolution duly adopted by the affirmative vote of not less
than three-quarters of the entire membership of the Board at a meeting of the
Board called and held for that purpose (after reasonable notice to you and an
opportunity for you, together with your counsel, to be heard before the Board),
finding that in the good faith opinion of the Board you were guilty of conduct
set forth above in clauses (A) or (B) of the first sentence of this Subsection
and specifying the particulars thereof in detail.
(iii) Good Reason. You shall be entitled to terminate your
employment for Good Reason. For purposes of this Agreement, "Good Reason" shall
mean, without your express written consent, the occurrence after a change in
control of the Corporation of any of the following circumstances unless, in the
case of paragraphs (A), (E), (F), (G) or (H), the circumstances are fully
corrected prior to the Date of Termination specified in the Notice of
Termination, as those terms are defined in Subsections 3(v) and 3(iv) hereof,
respectively, given in respect thereof:
(A) the assignment to you of any duties inconsistent
with your current status as an executive of the Corporation or a
substantial adverse alteration in the nature or status of your
responsibilities from those in effect immediately prior to the change
in control of the Corporation;
(B) a reduction by the Corporation in your annual
base salary as in effect on the date hereof or as the same may be
increased from time to time, except for across-the-board salary
reductions similarly affecting all senior executives of the Corporation
and all senior executives of any person in control of the Corporation;
(C) your relocation to a location not within 25 miles
of your office or job location immediately prior to the change in
control of the Corporation, except for required travel on the
Corporation's business to an extent substantially consistent with your
present business travel obligations;
(D) the failure by the Corporation, without your
consent, to pay to you any portion of your current compensation, or to
pay to you any portion of an installment of deferred compensation under
any deferred compensation program of the Corporation, within seven days
of the date such compensation is due;
(E) the failure by the Corporation to continue in
effect any bonus to which you were entitled, or any compensation plan
in which you participated immediately prior to the change in control of
the Corporation that is material to your total compensation, including
but not limited to the Corporation's (i) Executive Annual Incentive
Plan or other annual incentive compensation plan ("AIP"); (ii)
Performance Equity Plan or other long-term incentive compensation plan
("PEP"); (iii) stock option plans; (iv) retirement and savings plans;
and (v) Supplemental Executive Retirement Plan ("SERP"); or any
substitute plan or plans adopted prior to the change in control of the
Corporation, unless an equitable arrangement (embodied in an ongoing
substitute or alternative plan) has been made with respect to the plan
and the equitable arrangement provides substantially equivalent
benefits not materially less favorable to you (both in terms of the
amount of benefits provided and the level of your participation
relative to other participants), or the failure by the Corporation to
continue your participation therein (or in such a substitute or
alternative plan) on a basis not materially less favorable (both in
terms of the amount of benefits provided and the level of your
participation relative to other participants) than those you enjoyed
immediately prior to the change in control of the Corporation;
(F) the failure by the Corporation to continue to
provide to you benefits substantially similar to those enjoyed by you
under any of the Corporation's life insurance, medical, dental, health
and accident, or disability plans in which you were participating at
the time of the change in control of the Corporation, the failure to
continue to provide to you an automobile or allowance in lieu thereof,
if an automobile or allowance in lieu thereof was provided to you at
the time of the change in control of the Corporation, the taking of any
action by the Corporation that would directly or indirectly materially
reduce any of these benefits or deprive you of any material fringe
benefit enjoyed by you at the time of the change in control of the
Corporation, or the failure by the Corporation to provide to you the
number of paid vacation days to which you are entitled on the basis of
years of service with the Corporation in accordance with the
Corporation's normal vacation policy in effect at the time of the
change in control of the Corporation;
(G) the failure of the Corporation to obtain a
satisfactory agreement from any successor to assume and agree to
perform this Agreement, as contemplated in Section 5 hereof; or
(H) any purported termination of your employment that
is not effected pursuant to a Notice of Termination satisfying the
requirements of Subsection 3(iv) hereof (and, if applicable, the
requirements of Subsection 3(ii) hereof); for purposes of this
Agreement, no such purported termination shall be effective.
Your rights to terminate your employment pursuant to this Subsection shall not
be affected by your incapacity due to physical or mental illness. Your continued
employment shall not constitute consent to, or a waiver of rights with respect
to, any circumstance constituting Good Reason hereunder.
(iv) Notice of Termination. Any purported termination of
your employment by the Corporation or by you shall be communicated by written
Notice of Termination to the other party in accordance with Section 6 hereof.
For purposes of this Agreement, a "Notice of Termination" shall mean a notice
that indicates the specific termination provision in this Agreement relied upon
and that sets forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of your employment under the provision
indicated.
(v) Date of Termination, Etc. "Date of Termination" shall
mean (A) if your employment is terminated for Disability, 30 days after Notice
of Termination is given (provided that you shall not have returned to the
full-time performance of your duties during the 30-day period), and (B) if your
employment is terminated pursuant to Subsections 3(ii) or 3(iii) hereof or for
any other reason (other than Disability), the date specified in the Notice of
Termination (which, in the case of a termination pursuant to Subsection 3(ii)
hereof shall not be less than 30 days, and in the case of a termination pursuant
to Subsection 3(iii) hereof shall not be less than 15 nor more than 60 days from
the date that the Notice of Termination is given); provided that if within 15
days after Notice of Termination is given, or, if later, prior to the Date of
Termination (as determined without regard to this proviso), the party receiving
the Notice of Termination notifies the other party that a dispute exists
concerning the termination, the Date of Termination shall be the date on which
the dispute is finally determined, either by mutual written agreement of the
parties, by a binding arbitration award, or by a final judgment, order or decree
of a court of competent jurisdiction (which is not appealable or with respect to
which the time for appeal has expired and no appeal has been perfected);
provided further that the Date of Termination shall be extended by a notice of
dispute only if the notice is given in good faith and the party giving the
notice pursues the resolution of the dispute with reasonable diligence.
Notwithstanding the pendency of the dispute, the Corporation will continue to
pay you your full compensation in effect when the Notice of Termination giving
rise to the dispute was given (including, but not limited to, base salary) and
continue you as a participant in all compensation, benefit and insurance plans
in which you were participating when the notice giving rise to the dispute was
given, until the dispute is finally resolved in accordance with this Subsection.
Amounts paid under this Subsection are in addition to all other amounts due
under this Agreement and shall not be offset against or reduce any other amounts
due under this Agreement.
4. Compensation Upon Termination or During Disability. Following a
change in control of the Corporation upon termination of your employment or
during a period of Disability you shall be entitled to the following benefits:
(i) During any period that you fail to perform your
full-time duties with the Corporation as a result of incapacity due to physical
or mental illness, you shall continue to receive your base salary at the rate in
effect at the commencement of the period, together with all amounts payable to
you under any compensation plan of the Corporation during the period, until this
Agreement is terminated pursuant to Subsection 3(i) hereof. Thereafter, or in
the event your employment shall be terminated by you other than for Good Reason
or by reason of your death, your benefits shall be determined under the
Corporation's retirement, insurance and other compensation programs then in
effect in accordance with the terms of those programs.
(ii) If your employment shall be terminated by the
Corporation for Cause, Disability or death, or by you other than for Good
Reason, the Corporation shall pay you your full base salary through the Date of
Termination at the rate in effect at the time Notice of Termination is given,
plus all other amounts to which you are entitled under any retirement, insurance
and other compensation programs of the Corporation at the time the payments are
due, and the Corporation shall have no further obligations to you under this
Agreement.
(iii) If your employment by the Corporation shall be
terminated (a) by the Corporation other than for Cause, Disability or death or
(b) by you for Good Reason, then you shall be entitled to the benefits provided
below:
(A) The Corporation shall pay you your full base
salary through the Date of Termination at the rate in effect at the
time Notice of Termination is given, plus all other amounts to which
you are entitled under any compensation plan of the Corporation, at the
time those payments are due, except as otherwise provided below.
(B) In lieu of any further salary payments to you for
periods subsequent to the Date of Termination, the Corporation shall
pay as severance pay to you a lump sum severance payment (together with
the payments provided in paragraphs (C) and (D) of this Subsection
4(iii), the "Severance Payments") equal to three times the sum of your
(a) annual base salary in effect immediately prior to the occurrence of
the circumstance giving rise to the Notice of Termination, and (b) AIP
Maximum Payment for the year in which the Date of Termination occurs.
AIP Maximum Payment shall mean the higher of (1) the award you would be
entitled to receive for 2000 based on the maximum payout factor for the
AIP or (2) any greater award you would be entitled to receive for any
subsequent year (including the year in which your employment is
terminated) based on the maximum payout factor for the AIP for the
subsequent year. The provisions of this Section 4(iii)(B) shall not in
any way affect your rights under the Corporation's stock option plans
or the PEP.
(C) In lieu of shares of common stock of the
Corporation (the "Shares") issuable upon exercise of outstanding
options, if any, granted to you under the Corporation's stock option
plans ("Options"), which Options (and any related limited stock
appreciation rights) shall be cancelled upon the making of the payment
referred to below, you shall receive an amount in cash equal to the
product of (i) the excess of the higher of the closing price of the
Shares as reported on the New York Stock Exchange ("NYSE") on or
nearest to the Date of Termination (or, if not listed on the NYSE, on a
nationally recognized exchange or quotation system on which trading
volume in the Shares is highest), and the highest per share price for
the Shares actually paid in connection with any change in control of
the Corporation, over the per share exercise price of each Option held
by you (whether or not then fully exercisable) plus the amount, if any,
of any applicable cash appreciation rights, times (ii) the number of
the Shares covered by each such Option.
(D) The Corporation shall pay to you any deferred
compensation allocated or credited to you or your account as of the
Date of Termination.
(E) The Corporation shall also pay to you all legal
fees and expenses incurred by you as a result of the termination
(including all legal fees and expenses, if any, incurred in contesting
or disputing the termination or in seeking to obtain or enforce any
right or benefit provided by this Agreement or in connection with any
tax audit or proceeding to the extent attributable to the application
of Section 4999 of the Internal Revenue Code (the "Code") to any
payment or benefit provided hereunder).
(F) If the payments provided under paragraphs (B),
(C) and (D) above (the "Contract Payments") or any other portion of the
Total Payments (as defined below) will be subject to the tax imposed by
Section 4999 of the Code (the "Excise Tax"), the Corporation shall pay
to you at the time specified in paragraph (G) below, an additional
amount (the "Gross-Up Payment") so that the net amount retained by you,
after deduction of any Excise Tax on the Contract Payments and other
Total Payments and any federal and state and local income tax and
Excise Tax upon the payment provided for by this paragraph, shall be
equal to the Contract Payments and other Total Payments. For purposes
of determining whether any of the payments will be subject to the
Excise Tax and the amount of the Excise Tax, (i) any other payments or
benefits received or to be received by you in connection with a change
in control of the Corporation or your termination of employment
(whether payable pursuant to the terms of this Agreement or any other
plan, arrangement or agreement with the Corporation, its successors,
any person whose actions result in a change in control of the
Corporation or any corporation affiliated (or which, as a result of the
completion of a transaction causing a change in control of the
Corporation, will become affiliated) with the Corporation within the
meaning of Section 1504 of the Code) (together with the Contract
Payments, the "Total Payments") shall be treated as "parachute
payments" within the meaning of Section 280G(b)(2) of the Code, and all
"excess parachute payments" within the meaning of Section 280G(b)(1)
shall be treated as subject to the Excise Tax, unless in the opinion of
tax counsel selected by the Corporation's independent auditors and
acceptable to you the Total Payments (in whole or in part) do not
constitute parachute payments, or the excess parachute payments (in
whole or in part) represent reasonable compensation for services
actually rendered within the meaning of Section 280G(b)(4)(B) of the
Code either to the extent such reasonable compensation is in excess of
the base amount within the meaning of Section 280G(b)(3) of the Code,
or are otherwise not subject to the Excise Tax, (ii) the amount of the
Total Payments that shall be treated as subject to the Excise Tax shall
be equal to the lesser of (A) the total amount of the Total Payments or
(B) the amount of excess parachute payments within the meaning of
Section 280G(b)(1) (after applying clause (i), above), and (iii) the
value of any non-cash benefits or any deferred payment or benefit shall
be as determined by the Corporation's independent auditors in
accordance with the principles of Sections 280G(d)(3) and (4) of the
Code. For purposes of determining the amount of the Gross-Up Payment,
you shall be deemed to pay federal income taxes at the highest marginal
rate of federal income taxation in the calendar year in which the
Gross-Up Payment is to be made and state and local income taxes at the
highest marginal rate of taxation in the state and locality of your
residence on the Date of Termination, net of the maximum reduction in
federal income taxes that could be obtained from deduction of the state
and local taxes. If the Excise Tax is subsequently determined to be
less than the amount taken into account hereunder at the time of
termination of your employment, you shall repay to the Corporation, at
the time that the amount of the reduction in Excise Tax is finally
determined, the portion of the Gross-Up Payment attributable to the
reduction (plus the portion of the Gross-Up Payment attributable to the
Excise Tax and federal and state and local income tax imposed on the
Gross-Up Payment being repaid by you if the repayment results in a
reduction in Excise Tax or a federal and state and local income tax
deduction) plus interest on the amount of the repayment at the rate
provided in Section 1274(d) of the Code. If the Excise Tax is
determined to exceed the amount taken into account hereunder at the
time of the termination of your employment (including by reason of any
payment the existence or amount of which cannot be determined at the
time of the Gross-Up Payment), the Corporation shall make an additional
Gross-Up Payment in respect of the excess (plus any interest payable
with respect to the excess) at the time that the amount of the excess
is finally determined.
(G) The payments provided for in paragraphs (B), (C),
(D) and (F) above shall be made not later than the fifth day following
the Date of Termination, provided, however, that if the amounts of the
payments cannot be finally determined on or before that day, the
Corporation shall pay to you on that day an estimate, as determined in
good faith by the Corporation, of the minimum amount of the payments
and shall pay the remainder of the payments (together with interest at
a rate equal to 120% of the rate provided in Section 1274(d) of the
Code) as soon as the amount thereof can be determined but in no event
later than the thirtieth day after the Date of Termination. If the
amount of the estimated payments exceeds the amount subsequently
determined to have been due, the excess shall constitute a loan by the
Corporation to you payable on the fifth day after demand by the
Corporation (together with interest at a rate equal to 120% of the rate
provided in Section 1274(d) of the Code). The payments provided for in
paragraph (E) above shall be made from time to time, in each instance
not later than the fifth day following a written request for payment by
you.
(iv) If your employment shall be terminated (A) by the
Corporation other than for Cause, Disability or death or (B) by you for Good
Reason, then for a 36-month period after such termination, the Corporation shall
arrange to provide to you life, disability, accident, medical, dental and health
insurance benefits substantially similar to those that you are receiving
immediately prior to the Notice of Termination. Benefits otherwise receivable by
you pursuant to this Subsection 4(iv) shall be reduced to the extent comparable
benefits are actually received by you from another employer during the 36-month
period following your termination, and any such benefits actually received by
you shall be reported to the Corporation.
(v) You shall not be required to mitigate the amount of any
payment provided for in this Section 4 by seeking other employment or otherwise,
nor shall the amount of any payment or benefit provided for in this Section 4 be
reduced by any compensation earned by you as the result of employment by another
employer, by retirement benefits, by offset against any amount claimed to be
owed by you to the Corporation, or otherwise except as specifically provided in
this Section 4.
(vi) In addition to all other amounts payable to you under
this Section 4, you shall be entitled to receive all benefits payable to you
under The Black & Decker Executive Salary Continuance Plan (subject to Section
2.3 of that plan), the SERP, or any plan or agreement sponsored by the
Corporation or any of its subsidiaries relating to retirement benefits.
5. Successors; Binding Agreement.
(i) The Corporation will require any successor to all or
substantially all of the business or assets of the Corporation (whether direct
or indirect, by purchase, merger, share exchange, consolidation or otherwise) to
assume expressly and agree to perform this Agreement in the same manner and to
the same extent that the Corporation would be required to perform it if the
succession had not taken place. Failure of the Corporation to obtain the
assumption and agreement prior to the effectiveness of the succession shall be a
breach of this Agreement and shall entitle you to compensation from the
Corporation in the same amount and on the same terms as you would be entitled to
hereunder if you terminate your employment for Good Reason following a change in
control of the Corporation, except that for purposes of implementing the
foregoing, the date on which the succession becomes effective shall be deemed
the Date of Termination. As used in this Agreement, "Corporation" shall mean the
Corporation as hereinbefore defined and any successor to its business or assets
as described above that assumes and agrees to perform this Agreement by
operation of law or otherwise.
(ii) This Agreement shall inure to the benefit of and be
enforceable by your personal representatives, legal representatives, executors,
administrators, heirs, distributees, and legatees. If you should die while any
amount would still be payable to you hereunder if you had continued to live, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to your legatee or other designee or, if there is no
such designee, to your estate.
(iii) If you are employed by a subsidiary of the
Corporation, wherever in this Agreement reference is made to the "Corporation,"
unless the context otherwise requires, the reference shall also include the
subsidiary. The Corporation shall cause the subsidiary to carry out the terms of
this Agreement insofar as they relate to the employment relationship between you
and the subsidiary, and the Corporation shall indemnify you and save you
harmless from and against all liability and damage that you may suffer as a
consequence of the subsidiary's failure to perform and carry out such terms.
Wherever reference is made to any benefit program of the Corporation, the
reference shall include, where appropriate, the corresponding benefit program of
the subsidiary if you were a participant in the benefit program on the date a
change in control of the Corporation has occurred.
6. Notice. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth on the first page of this Agreement, provided
that all notices to the Corporation shall be directed to the attention of the
Board with a copy to the Secretary of the Corporation, or to such other address
as either party may have furnished to the other in writing in accordance
herewith, except that a notice of change of address shall be effective only upon
receipt.
7. Miscellaneous. No provision of this Agreement may be modified,
waived or discharged unless the waiver, modification or discharge is agreed to
in writing and signed by you and an officer of the Corporation specifically
designated by the Board. No waiver by either party at any time of any breach by
the other party of, or compliance with, any condition or provision of this
Agreement to be performed by the other party shall be deemed a waiver of similar
or dissimilar provisions or conditions at the same or at any prior or subsequent
time. This Agreement constitutes the entire agreement between the parties hereto
in respect of the matters set forth herein, and all prior negotiations, writings
and understandings relating to the subject matter of this Agreement are
superseded and cancelled by this Agreement. The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of
the State of Maryland, without regard to its principles of conflicts of laws.
All references to sections of the Exchange Act or the Code shall be deemed also
to refer to any successor provisions to such sections. Any payments provided for
hereunder shall be paid net of any applicable withholding required under
federal, state or local law. The obligations of the Corporation under Section 4
hereof shall survive the expiration of the term of this Agreement.
8. Validity. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.
9. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original, but all of which
together will constitute one and the same instrument.
10. Arbitration. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration in
the State of Maryland and in accordance with the Commercial Arbitration Rules of
the American Arbitration Association then in effect. Judgment may be entered on
the arbitrator's award in any court having jurisdiction; provided, however, that
you shall be entitled to seek specific performance of your right to be paid
until the Date of Termination during the pendency of any dispute or controversy
arising under or in connection with this Agreement.
If you agree to the terms of this letter, please sign and return to the
Corporation the enclosed copy, which will then constitute our agreement on this
subject.
Sincerely,
THE BLACK & DECKER CORPORATION
By: /s/ NOLAN D. ARCHIBALD
--------------------------------
Nolan D. Archibald
Chairman, President and
Chief Executive Officer
Agreed to as of the 2nd
day of August 2000
/s/ CHARLES E. FENTON
-------------------------------------
Charles E. Fenton
