THIRD AMENDMENT TO THE
NEWELL RUBBERMAID INC.
2008 DEFERRED COMPENSATION PLAN
THIS THIRD AMENDMENT (this Amendment) to the Newell Rubbermaid Inc. 2008 Deferred Compensation Plan (the Plan) is made as of the effective date set forth herein by the Newell Operating Company U.S. Benefits Administration Committee (the BAC). All capitalized terms used but not defined herein shall have the same meanings set forth in the Plan.
W I T N E S S E T H:
WHEREAS, Newell Brands Inc. (the Company) sponsors and maintains the Newell Rubbermaid Inc. 2008 Deferred Compensation Plan (the Plan); and
WHEREAS, under Section 8.1 of the Plan, the BAC may amend the Plan at any time to ensure that the Plan complies with the requirements of Section 409A of the Internal Revenue Code, provided that such amendments do not materially increase the benefit costs of the Plan to the Company; and
WHEREAS, the BAC now desires to amend the Plan to (i) clarify the definition of Change in Control and (ii) update the Change in Control termination provisions in connection with such clarification.
NOW, THEREFORE, the Company hereby amends the Plan as set forth herein effective as of the date hereof.
1. The definition of Change in Control in Article I of the Plan is amended to read, in its entirety, as follows:
Change in Control means the occurrence of a change in the ownership, a change in the effective control or a change in the ownership of a substantial portion of the assets of the Company, and/or any other member of the Affiliated Group, within the meaning of Section 409A of the Code.
2. Section 8.2(b) of the Plan is amended to read, in its entirety, as follows:
(b) Change in Control. The Company shall have the authority, in its respective sole discretion, to terminate the Plan in connection with the Change in Control of any member of the Affiliated Group who is a participating affiliate, with respect to each Participant who experiences such Change in Control (each an Affected Participant), and pay each Affected Participants entire vested Account to the Affected Participant or, if applicable, his Beneficiary (or Beneficiaries) pursuant to an irrevocable action taken by the Board, or its designee, within the thirty (30) days preceding or the twelve (12) months following the Change in Control. Notwithstanding the foregoing, the provisions of the preceding sentence shall only apply if: