Black & Decker proposes stock option program


Black & Decker Corp. is proposing a plan that would provide annual stock options for eight of its nine directors.

The Towson-based manufacturer of power tools and appliances said the stock option plan would help it attract qualified individuals to its board and give directors more of a stake in the company's performance.

Under the proposal, contained in the proxy statement recently mailed to Black & Decker stockholders, the eight directors would receive stock options for 2,000 shares initially and then 1,500 each year they are re-elected.

Shareholders will vote on the plan April 25 at the company's annual meeting.

The program applies to nonemployee members of the board, which includes all current members except Nolan D. Archibald, chairman, president and chief executive officer.

The proxy statement also said Mr. Archibald's salary and bonus last year went up 6.1 percent to $1.6 million from $1.5 million in 1993. He also received $494,759 in stock as part of the the company's long-term incentive plan, which is tied to the company's earnings per share over a three-year period.

Each of the directors now receives $30,000 per year and $1,000 each time they attend a board meeting, of which five were held last year.

The exercise price of the options would be set at the fair market value of the shares at the time they are issued. This would allow the directors to profit from any run-up in the stock without risking their own money.

If this plan had existed a year ago, the directors would have made $15,000 from the increase in the stock from $21.125 on March 21, 1994, to yesterday's close of $28.625, which was up 12.5 cents for the day.

Stock ownership among most nonemployee directors is relatively light, ranging from 1,000 shares for Barbara L. Bowles, president and chief executive officer of the Kenwood Group, to 5,000 for Anthony Luiso, head of International Multifoods Corp.

Alonzo G. Decker Jr., a retired Black & Decker chairman and son of the one of the founders, is the exception with 326,386 shares.

The only director excluded, Mr. Archibald, already has options on 1.99 million shares of stock. The value of his options that can be exercised is $9.7 million, the proxy said.

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