exhibit 10 ( xi ) ( a ) the black & decker corporation 2004 restricted stock plan 1. purpose the purpose of the black & decker corporation 2004 restricted stock plan is to attract and retain executives and key employees of the black & decker corporation ( the “ corporation ” ) and its subsidiaries, to motivate those employees to put forth maximum efforts for the long - term success of the business, to encourage ownership of the corporation ’ s stock by them, and to further align the interests of executives and key employees with those of the corporation ’ s stockholders. 2. definitions the following definitions are applicable to the plan. a. “ award ” means an award of restricted shares under the plan. b. “ board of directors ” means the board of directors of the corporation. c. “ change in control of the corporation ” means 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 ( i ) 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 ; ( ii ) 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 ( i ) or ( iv ) ) 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