2018 Long Term Incentive Plan Terms and Conditions

EX-10.1 2 d324750dex101.htm EX-10.1 EX-10.1

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 Company’s 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 Company’s 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 Employee’s base salary rate as in effect on January 31, 2018, which value will be based on the Key Employee’s 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 Company’s 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 cash–based 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 Company’s 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 Committee’s 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 Company’s 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 Company’s 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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