Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with Mr. McIlnay's previously announced retirement, on January 20, 2009, the Company entered into an Agreement and General Release with Mr. McIlnay. Under the terms of the Agreement and General Release, Mr. McIlnay has agreed not to compete with the Company during the period in which he is receiving the monthly payments described below, agreed not to solicit Stanley employees for employment purposes for a period of two years, and provided a general release of claims to the Company. In consideration for Mr. McIlnay's agreeing to the foregoing restrictive covenants and the general release, the Company has agreed to pay Mr. McIlnay $35,833.33 per month for a period of twelve months and to provide Mr. McIlnay with continuation of health benefits for twelve months. Mr. McIlnay will also be deemed a retiree for purposes of outstanding stock option, restricted stock unit and long term performance awards.

The foregoing description does not purport to be a complete statement of the parties' rights and obligations under the Agreement and General Release, and is qualified in its entirety by reference to the Agreement and General Release, which will be filed with the Company's Annual Report on Form 10-K.

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