Newell Brands Inc. 2023 Special Incentive Program Terms and Conditions

Exhibit 10.1

Newell Brands Inc.

2023 Special Incentive Program

Terms and Conditions

1. Grants. Under the terms and provisions of the Newell Brands Inc. 2022 Incentive Plan (the “2022 Incentive Plan”), the Compensation and Human Capital Committee (the “Committee”) of the Board of Directors of Newell Brands Inc. (the “Company”), at any time and from time to time, may grant awards based on shares of the Company’s Common Stock, including Stock Units pursuant to Section 8 of the 2022 Incentive Plan (referred to herein as “Restricted Stock Units” or “RSUs”), to eligible employees in such amounts as the Committee shall determine.

This document, referred to herein as the “2023 Special Incentive Program” or the “2023 Special Program,” establishes a methodology for determining awards of cash bonus awards and Restricted Stock Units under the 2022 Incentive Plan to Employees selected by the Committee (collectively the “Key Employees”). The Committee or, in the case of awards to the Chief Executive Officer, the independent members of the Board of Directors (the “Independent Directors”), intends to grant one-time cash bonus awards and RSUs to Key Employees pursuant to the guidelines set forth below. The Committee has delegated to certain officers of the Company (the “Authorized Officers”) its authority to determine awards of cash bonuses and RSUs to Key Employees in accordance with this 2023 Special Program other than (i) officers subject to Section 16 of the Securities Exchange Act of 1934, as amended, or (ii) as may be prohibited by applicable law, regulation or rule of a stock exchange on which the Company’s stock is listed. As used herein, the term “Committee” shall include, as the context requires, the Committee, the Independent Directors or, solely with respect to selecting participants within the parameters described above and determining and establishing the amounts and allocations of awards to such participants as described herein, the Authorized Officers.

2. Guidelines. The number of RSUs granted to a Key Employee as a 2023 Special Program award will be determined as follows:

(a) The Committee will determine:

(i) For each Key Employee identified by the Committee to receive an award, an award value, expressed as a dollar value, which value will be based on criteria as determined by the Committee (the “Base Value”).

(ii) Performance Goals for purposes of determining the Company’s performance with respect to Gross Margin Improvement and Free Cash Flow Productivity for the relevant performance period.

(b) Of the Base Value determined for each Key Employee:

(i) Cash Bonus. The Committee intends to authorize the payment to each Key Employee, other than the Company’s President and Chief Executive Officer as of 11:59 p.m. Eastern Time on May 16, 2023 (the “CEO”) and Chief Financial Officer as of May 16, 2023 (the “CFO”), of a one-time cash bonus in the amount of 15% of the applicable Base Value established for such Key Employee, payable on or before December 15, 2023, subject to the Key Employee’s continued employment on the payment date.

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(ii) Time-Based RSUs (“TRSUs”). The Committee intends to authorize the grant to each Key Employee other than the CEO and the CFO of a number of TRSUs determined by dividing 35% of the applicable Base Value established for such Key Employee by the Fair Market Value of a share of Common Stock on the date of grant of the award.

(iii) Performance-Based Restricted Stock Units (“PRSUs).

(A) The Committee intends to authorize the grant to each of the CEO and the CFO of a number of PRSUs determined by dividing 100% of the applicable Base Value established for such Key Employee by the Fair Market Value of a share of Common Stock on the date of grant.

(B) The Committee intends to authorize the grant to each Key Employee other than the CEO and the CFO of a number of PRSUs determined by dividing 50% of the applicable Base Value established for such Key Employee by the Fair Market Value of a share of Common Stock on the date of grant. Each PRSU grant will be subject to the performance analysis described in Exhibit A attached hereto.

3. RSU Vesting.

(a) 100% of each TRSU grant will vest on the one-year anniversary of the date of grant, subject to continued employment.

(b) 100% of each PRSU grant to the CEO and the CFO will vest on February 27, 2026, subject to achievement of the applicable performance measures and continued employment.

(c) Each PRSU grant to a Key Employee other than the CEO and the CFO will vest as follows:

(i) 70% of the total PRSU grant will vest on the two-year anniversary of the date of grant, subject to achievement of the applicable performance measures and continued employment.

(ii) The remaining 30% of the total PRSU grant will vest on the three-year anniversary of the date of grant, subject to achievement of the applicable performance measures and continued employment.

4. RSU Award Agreements. Each RSU grant awarded pursuant to this 2023 Special Program will be evidenced by a RSU Agreement in accordance with the Incentive Plan, which will specify the number of RSUs subject to the award, the vesting schedule, the payment provisions, including dividend or dividend equivalent payment provisions, if any, and such other provisions as the Committee determines including, without limitation, provisions regarding continued employment, restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting, and/or restrictions under applicable federal or state securities laws. Exhibit A to this 2023 Special Program will be included as an exhibit to each RSU issued pursuant to this 2023 Special Program.

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5. Amendment or Termination of 2023 Special Program. The Committee reserves the right to amend or terminate the 2023 Special Program at any time, retroactively or otherwise. No such amendment or termination will affect any outstanding RSU Award, which will be governed by the terms of the applicable RSU Agreement accepted by the recipient.

6. Non-US Employees. Notwithstanding anything else set forth herein to the contrary, Key Employees who reside outside the United States, other than such employees residing in Argentina and Venezuela, will receive under the 2023 Special Program only cash–settled TRSUs and PRSUs.

7. Capitalized Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms pursuant to the Incentive Plan.

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EXHIBIT A

Performance Criteria Applicable to

Performance-Based RSUs

for 2023 Special Incentive Program

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