2018 Long Term Incentive Plan Terms and Conditions
Exhibit 10.1
Newell Brands Inc.
2018 Long Term Incentive Plan
Terms and Conditions
1. Grants. Under the terms and provisions of the Newell Rubbermaid Inc. 2013 Incentive Plan, or any successor plan (the Stock Plan), the Organizational Development & Compensation 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 Companys Common Stock, including Restricted Stock Units, to eligible employees in such amounts as the Committee shall determine. This document, referred to herein as the LTIP, establishes a methodology for determining awards of Restricted Stock Units under the Stock Plan in 2018 to eligible Newell legacy employees with positions in Salary Bands 6-14 and certain eligible Jarden legacy employees as described below (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 Restricted Stock Units 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 Restricted Stock Units to Key Employees in accordance with this LTIP other than (i) officers subject to Section 16 of the Securities Exchange Act of 1934, as amended, (ii) any employee for whom the Committee specifically approved a 2018 LTIP award, or (iii) as may be prohibited by applicable law, regulation or rule of a stock exchange on which the Companys stock is listed. As used herein, the term Committee shall include the Independent Directors or the Authorized Officers, as the context requires.
2. Guidelines. The number of shares subject to Restricted Stock Units granted to a Key Employee in 2018 as an LTIP award will be determined as follows:
(a) | For 2018 LTIP awards the Committee will determine: |
(i) | For each Key Employee identified by the Committee to receive an award, an award value, which may be expressed as a dollar value or as percentage of the Key Employees base salary rate as in effect on January 31, 2018, which value will be based on the Key Employees Salary Band for legacy Newell employees and consistent with prior awards with respect to legacy Jarden employees (the Base Value). The Committee may adjust the Base Value for any Key Employee based on individual performance or other factors deemed relevant by the Committee. |
(ii) | A comparator group of companies for purposes of determining the Companys relative Total Shareholder Return (TSR) for the performance period (the TSR Comparator Group). |
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(b) | Of the Base Value determined for each such Key Employee for the year: |
(i) | Time-Based Restricted Stock Units. The Committee intends to authorize a Time-Based Restricted Stock Unit grant to each Key Employee for a number of shares of Common Stock determined by dividing the following percentage 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: |
Salary Bands 12 through 14 | 0-30 | % | ||
Salary Band 11 | 30-100 | % | ||
Salary Bands 7 through 10 (and legacy Jarden Division CEOs, SVPs and VPs identified by the Committee) | 100 | % | ||
Salary Band 6 (and legacy Jarden directors identified by the Committee) | 100 | % |
(ii) | Performance-Based Restricted Stock Units. The Committee intends to authorize a Performance-Based Restricted Stock Unit grant to each Key Employee for a number of shares of Common Stock determined by dividing the following percentage 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: |
Salary Bands 12 through 14 | 70-100 | % | ||
Salary Band 11 | 0-70 | % | ||
Salary Bands 7 through 10 (and legacy Jarden Division CEOs, SVPs and VPs identified by the Committee) | 0 | % | ||
Salary Band 6 (and legacy Jarden directors identified by the Committee) | 0 | % |
The Committee may adjust the relative percentages of Time-Based and Performance-Based Restricted Stock Units in individual cases based on such factors as it deems appropriate. Each Performance-Based Restricted Stock Unit grant will be subject to the TSR Comparator Group analysis as set forth in Exhibit A of the Restricted Stock Unit Agreement (attached hereto). |
3. Vesting. Except as otherwise specified by the Committee or as set forth in the Restricted Stock Unit Agreement of a Key Employee, (i) each Performance-Based Restricted Stock Unit grant will be subject to a three-year cliff vesting schedule ending on the third anniversary of the date of grant, and (ii) each Time-Based Restricted Stock Unit grant will vest ratably in one-third increments on each of the first, second and third anniversaries of the date of grant.
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4. Restricted Stock Unit Agreements. Each Restricted Stock Unit grant awarded pursuant to this LTIP will be evidenced by a Restricted Stock Unit Agreement in accordance with Section 4.3 of the Stock Plan, which will specify the number of shares 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 with the Company, restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment of specific performance goals, and/or restrictions under applicable federal or state securities laws.
5. Amendment or Termination of LTIP. The Committee reserves the right to amend or terminate the LTIP at any time, retroactively or otherwise.
6. Non US Employees. Key Employees who reside outside the United States (other than such employees residing in Argentina and Venezuela and members of the Newell Brands Management Committee) will receive cashbased Time-Based Restricted Stock Units and Performance-Based Stock Units under the 2015 Newell Rubbermaid Inc. International Incentive Plan.
7. Capitalized Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms pursuant to the Stock Plan.
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EXHIBIT A
Performance Criteria Applicable to
Performance-Based RSUs
1. | The Performance-Based RSUs covered by the Award will be subject to analysis with respect to the following Total Shareholder Return (TSR) Comparator Group members:1 |
3M Company Avery Dennison Corporation Brother Industries The Clorox Company Colgate-Palmolive Company Dorel Industries Inc. Ecolab Inc. Electrolux Ab Emerson Electric Estee Lauder Fortune Brands | General Mills Henkel2 Kraft Heinz Kimberly-Clark Corporation Mattel, Inc. Mitsubishi Electric Societe Bic Sa Tupperware Brands VF Corporation Whirlpool Corporation |
2. | The Companys ranking (in the range of highest to lowest) in the TSR Comparator Group at the end of the performance period beginning January 1,2018, and ending December 31, 2020, will be determined by the Committee based on the TSR for the Performance Period for the Company and each of the members in the TSR Comparator Group as calculated below (with the highest number ranked first and the lowest number ranked last): |
TSR is calculated as follows and then expressed as a percentage:
(Ending Average Market Value Beginning Average Market Value) + Cumulative Annual Dividends
Beginning Average Market Value
Average Market Value means the simple average of the daily stock prices at close for each trading day during the applicable period for which such closing price is reported by the NYSE or other authoritative source the Committee may determine.
Beginning Average Market Value means the Average Market Value based on the trading days in the twenty (20) trading days commencing January 29, 2018.
1 | Any companies that are in the TSR Comparator Group at the beginning of the performance period that no longer exist at the end of the three-year performance period, (e.g., through merger, buyout, spin-off, or similar transaction), or otherwise change their structure or business such that they are no longer reasonably comparable to the Company, shall be disregarded by the Committee in the Committees calculation of the appropriate interpolated percentage. |
2 | HEN3.DE |
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Cumulative Annual Dividends mean the cumulative dividends and other distributions with respect to a share of the Common Stock the record date for which occurs within the Performance Period.
Ending Average Market Value means the Average Market Value based on the trading days in the last ninety (90) days of the Performance Period.
Performance Period means the period beginning January 1, 2018 and ending December 31, 2020.
3. | The number of Performance-Based RSUs subject to the Award will be multiplied by an interpolated percentage (using straight-line interpolation) attributable to the Companys ranking in the TSR Comparator Group as set forth below: |
The TSR Comparator Group member with the highest ranking will have a percentage of 200%, and the member with the lowest ranking in the TSR Comparator Group will have a percentage of 0%. However, in the event the Companys ranking in the TSR Comparator Group is in the bottom quartile of the TSR Comparator Group at the end of the three-year performance period (i.e., December 31, 2020), no payment shall be made regardless of the interpolated percentage. TSR Comparator Group members between the highest ranking and lowest ranking will have interpolated percentages. For example, if the initial TSR Comparator Group has 22 companies at the beginning of the performance period and 3 of the companies have been merged out of existence or are no longer comparable by the end of the performance period, the interpolated percentages will be based on where the Company ranks among the remaining 19 companies as follows:
Rank (Highest to Lowest) | Percentage | Percentage | ||||||
1st | 200 | % | 200 | % | ||||
2nd | 188.9 | % | 188.9 | % | ||||
3rd | 177.8 | % | 177.8 | % | ||||
4th | 166.7 | % | 166.7 | % | ||||
5th | 155.6 | % | 155.6 | % | ||||
6th | 144.4 | % | 144.4 | % | ||||
7th | 133.3 | % | 133.3 | % | ||||
8th | 122.2 | % | 122.2 | % | ||||
9th | 111.1 | % | 111.1 | % | ||||
10th | 100.0 | % | 100.0 | % | ||||
11th | 88.9 | % | 88.9 | % | ||||
12th | 77.8 | % | 77.8 | % | ||||
13th | 66.7 | % | 66.7 | % | ||||
14th | 55.6 | % | 55.6 | % |
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Rank (Highest to Lowest) | Percentage | Percentage | ||||||
15th | 44.5 | % | 44.5 | %3 | ||||
16th | 33.4 | % | 0 | % | ||||
17th | 22.3 | % | 0 | % | ||||
18th | 11.2 | % | 0 | % | ||||
19th | 0 | % | 0 | % |
3 | In the event that the cutoff for the bottom quartile occurs between ranks (e.g., between 15th and 16th in the example above) the zero payout percentage will not apply to the higher rank with the percentage determined by interpolation between 0% and 44.5%. |
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