SECOND AMENDMENT TO THE
NEWELL RUBBERMAID INC.
2008 DEFERRED COMPENSATION PLAN
THIS SECOND AMENDMENT (this Amendment) to the Newell Rubbermaid Inc. 2008 Deferred Compensation Plan (the Plan) is made effective as of November 8, 2017, by Newell Brands Inc. (the Company). 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, the Company maintains the Plan to, in part, provide certain eligible employees with the opportunity to defer portions of their base salary and incentive compensation, in accordance with the provisions of the Plan; and
WHEREAS, under Section 8.1 of the Plan, the Company has reserved the right to amend the Plan, in whole or in part, at any time by action of the Board; and
WHEREAS, in connection with the implementation of a new benefit plans governance structure, the Company has determined that it is appropriate to amend the Plan to hereafter provide that the U.S. Benefits Administration Committee (the BAC) shall have all powers, duties and responsibilities with respect to the operation and administration of the Plan and the U.S. Benefits Investment Committee (the BIC) shall have all powers, duties and responsibilities with respect to decisions regarding the investment crediting indices under the Plan; and
WHEREAS, in connection with the establishment of the Newell Supplemental Employee Savings Plan (the Newell Supplemental Savings Plan) by Newell Operating Company, a subsidiary of the Company, effective January 1, 2018, eligible employees of the Company and certain of its affiliates who are selected to participate in the Newell Supplemental Savings Plan will be permitted (i) to defer portions of their base salary, commissions and incentive compensation and (ii) to receive certain other retirement benefits through employer contribution credits, under the Newell Supplemental Savings Plan, all in accordance with the terms of such plan; and
WHEREAS, in connection with the establishment of the Newell Supplemental Savings Plan, the Company now desires to further amend the Plan to provide that an employee of the Company or one of its affiliates may be selected by the BAC, or by the Board, to participate in the Plan with respect to any period on or after January 1, 2018, only if such employee (i) is determined by the BAC to be ineligible to participate in the Newell Supplemental Savings Plan for such period and (ii) is participating in the Plan for all or a portion of 2017; and
WHEREAS, the Company has amended the Plan by First Amendment, dated August, 2017; and