Newell Rubbermaid Severance Plan and Summary Plan Description for Directors and above, as amended and restated effective January 1, 2018

A. ELIGIBILITY

B. PLAN BENEFITS

C. PAYMENT OF PLAN BENEFITS

D. REQUIREMENT OF GENERAL RELEASE AND RETURN OF COMPANY PROPERTY

E.  PLAN ADMINISTRATION

F.  CLAIMS PROCEDURES

G. PLAN INFORMATION

H. YOUR RIGHTS UNDER ERISA

ELIGIBILITY

You voluntarily terminate your employment, die or become disabled, or your employment is involuntarily terminated, by a Participating Employer for poor performance or Cause. “Cause” means an involuntary severance of employment from the Company for any reason other than the Company’s lack of work for the Eligible Employee, as determined by the BAC. “Cause” includes, but is not limited to, any involuntary termination resulting from:

an act of fraud, misrepresentation, misappropriation, dishonesty, embezzlement, harassment or similar conduct involving in any way the business of the Company;

negligence, willful misconduct or violation of the rules of the Company;

insubordination, breach of trust, breach of confidentiality or breach of fiduciary duty owed to the Company;

failure to perform duties assigned;

abuse of illegal drugs, controlled substances or alcohol;

conviction or plea of nolo contendere of or to a felony or any crime involving moral turpitude;

extended absence from duty (other than on account of illness, medical condition, permitted vacation or leave permitted by the Family and Medical Leave Act of 1993 or similar state statute);

refusal to carry out the lawful direction of any supervisor of the Company to whom you report; the Company’s management; or the Company’s Board of Directors;

failure to remain in active service and to perform your job in conformity with generally acceptable standards and without being disruptive; or

breach of your obligations of confidentiality.

You are covered by a separate agreement that provides compensation and/or other severance-type benefits for periods following your termination of employment (“Separate Agreement”), except where the Separate Agreement expressly provides that you shall remain eligible for benefits under the Plan. The Separate Agreement may cover you individually or as a member of a specific group of employees.

Your employment with a Participating Employer:

is scheduled to be involuntarily terminated due to a downsizing or reorganization, and you decline an offer to stay with the Company in another position;

is terminated with the Company due to the sale of the assets of a business and you decline an offer of employment with the new employer;

ends due to the sale of the stock of a Newell affiliate; or

is terminated with the Company due to the transfer of a group of employees to a new employer as a result of outsourcing and you decline to apply for employment or decline an offer of employment with the new employer;

You accept employment with a buyer involved in an asset or stock sale of a business unit and you are later terminated by the buyer.

You receive and accept an offer of employment from the Company after Plan benefits have commenced (in which event, all payments and benefits under the Plan will immediately cease).

You breach any provision of the General Release described in Section D or a Separate Agreement during the period in which you are receiving Plan benefits. If that happens, all payments and benefits under the Plan will immediately cease. In addition, you will be obligated to immediately repay to the Company all Plan benefits previously paid to you pursuant to the terms of the Plan and/or the General Release.

PLAN BENEFITS

Severance Pay. If you meet the eligibility requirements described above, you will receive severance pay in an amount equal to the greatest of:

two (2) weeks of your Weekly Base Compensation per Year of Service, not to exceed a total of fifty-two (52) weeks of your Weekly Base Compensation, or

for Directors, twenty (20) weeks of your Weekly Base Compensation,

for Vice Presidents, twenty-six (26) weeks of your Weekly Base Compensation,

for Senior Vice Presidents, thirty-six (36) weeks of your Weekly Base Compensation, or

for Division CEO or Presidents, fifty-two (52) weeks of your Weekly Base Compensation.

all employment with the Company, provided, that you did not previously receive severance pay in respect of such employment; and

all periods of severance for employees who terminate and return to employment within one year;

any periods of employment with an acquired company prior to the time it was acquired by the Company, unless the Company agrees to provide credit for such employment with the acquired company.

COBRA Benefits. If you are enrolled in the Company’s group medical plan at the time of your involuntary termination of employment, you will also be eligible to elect to continue that coverage pursuant to federal law (commonly called “COBRA”). Your coverage will be partially subsidized by the Company so that you will pay the cost of coverage at the then existing active employee rates for the type of coverage you had in effect at the time of your termination, with the Company paying or reimbursing the premiums above those rates, for the lesser of:

the number of weeks of your severance pay described in the applicable subparagraph in Paragraph 1 above, or

the date you are no longer eligible to participate in the group medical plan (for reasons including, but not limited to, your failure to pay applicable premiums).

Outplacement Benefits. If you are eligible for benefits under the Plan, the Company, in its sole discretion, may also offer to provide you with outplacement services as an additional benefit. Any outplacement benefits provided in the form of reimbursements for reasonable outplacement expenses will be paid no later than the last day of the taxable year following the taxable year in which your involuntary termination of employment with the Company occurs.

PAYMENT OF PLAN BENEFITS

REQUIREMENT OF GENERAL RELEASE AND RETURN OF COMPANY PROPERTY

General Release. As a condition of eligibility for Plan benefits, you are required to sign, return and not revoke an Agreement and General Release (“General Release”) within a timeframe specified by the Company. Any such timeframe may include a consideration period and revocation period that will in no event exceed sixty (60) days following your involuntary termination of employment. If you do not timely sign the General Release, or you revoke it, you will not be entitled to any benefits under the Plan.

Return of Company Property. As a further condition to receiving benefits under the Plan, you are required to cooperate with the Company’s usual and customary separation/termination process, including, to the extent required by the Company, surrender and delivery of all Company property, including without limitation, identification cards, vehicles, company credit cards and computer equipment.

PLAN ADMINISTRATION

Administration. The BAC is responsible for the administration of the Plan. The BAC or its delegate will make all benefit determinations, file governmental reports, etc.

Authority to Interpret Plan. The BAC or its delegate has the sole and absolute discretionary authority to interpret and construe the provisions of the Plan, as well as to make all determinations under the Plan, such as eligibility and benefits.

Employer Unfunded Plan. All benefits are paid from the Company’s general assets; there is no trust.

Plan Amendment and Termination. NOC or its delegate has the right to amend and/or terminate the Plan, in whole or in part, at any time and for any reason, including, but not limited to discontinuing future benefits or eliminating, reducing or modifying future benefits to the extent permitted by law.

Summary Electronic Delivery. This Summary and other important Plan information may be delivered to you through electronic means. In this case, you are entitled to request a paper copy, free of charge, from HRSD at 29 East Stephenson Street, Freeport, IL, 61032, (877)  ###-###-####. The electronic version of this Summary will contain substantially the same style and format, and the same content, as the paper version.

No Employment Guarantee. The establishment of the Plan does not give any individual the legal right to be continued as an employee. The Company retains the right to terminate the employment of any employee, without those rights being subject to or restricted by the terms of the Plan.

Internal Revenue Code Section 409A. This Plan is intended to be written, administered, interpreted and construed in a manner such that all payments and benefits provided hereunder are exempt from Section 409A of the Internal Revenue Code. Nevertheless, if any payment or benefit payable under this Plan fails to meet the requirement of Section 409A with respect to such payment or benefit and becomes subject to taxation in accordance with Section 409A, the Company will have no liability for any tax imposed on the employee under Section 409A.

CLAIMS PROCEDURES

Initial Claim Review. You are entitled to file a written claim for benefits under the Plan with the BAC or its delegate. The BAC has delegated authority to adjudicate initial claims to any member of the HRSD team. You may furnish the HRSD with

Appeal on Review. The BAC has delegated authority to adjudicate appeals of adverse benefit determinations to the Vice President, Compensation or the closest existing role in the function (the “VPC”). If your initial claim is denied, you may appeal the denial in writing, addressed to the VPC in care of the HRSD (at the above address), within 60 days after receipt of the adverse benefit determination. The appeal should state the reason why the appeal should be granted. You may submit written comments, documents, records, and other information relating to your claim for benefits. Upon request, you will be provided free of charge and reasonable access to, and copies of, all documents, records and other information relevant to your claim, as determined under subsection (5). The VPC will conduct a full and fair review of the claim that takes into account all comments, documents, records, and other information submitted by you or your authorized representative relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The review will not afford deference to the initial benefit determination.

Timing of Appeal on Review. The VPC will notify you of the determination on review within a reasonable period, but not later than 60 days after receipt of the appeal. However, if the VPC determines that an extension of time for processing is required, the VPC will notify you in writing prior to the termination of the initial 60-day period, indicating the special circumstances (such as the need to hold a hearing) that require an extension of time and the date the Plan expects to render a determination on appeal. In no event will such extension exceed a period of 60 days from the end of such initial period. The VPC will notify you of the benefit determination as soon as possible, but not later than 15 days after the benefit determination is made.

Denial on Appeal. If the VPC denies the claim on appeal, he or she will furnish you a written or electronic adverse benefit determination, stating the reasons for the denial in a manner calculated to be understood by you, and will make specific references to the pertinent Plan provisions on which the benefit determination is based. The notification of the benefit determination also will include a statement of your right to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to your claim for benefits and to bring a civil action under section 502(a) of ERISA no later than one (1) year after the final adverse determination on appeal. The VPC’s decision upon appeal, or the HRSD team member’s initial decision if no appeal is taken, will be final, conclusive and binding on all parties.

Relevant Documents and Records. For purposes of the foregoing claim procedures, a document, record or other information is “relevant” if it: (i) was relied on in making the claim decision; (ii) was submitted, considered or generated in making the decision; or (iii) demonstrates compliance with the Plan’s procedural and administrative safeguards.

Exhaustion of Claims Procedures. Completion of the claims procedures is a condition precedent to the commencement of any legal or equitable action in connection with a claim for benefits under the Plan. After exhaustion of the Plan’s claims procedures, any further legal action taken against the Plan or its fiduciaries by you for benefits under the Plan will be filed in the State courts located in the State in which you worked at the time of your termination of employment or a United States District Court in the state in which you worked at the time of your termination of employment no later than one (1) year after the final adverse determination on appeal. No action at law or in equity will be brought to recover benefits under this Plan until the appeal rights provided above have been exercised and the Plan benefits requested in such appeal have been denied in whole or in part.

PLAN INFORMATION

Newell Operating Company

6655 Peachtree Dunwoody Rd.

Atlanta, GA 30328

(770) 418-7000

Newell Operating Company U.S. Benefits Administration Committee.

c/o Newell Operating Company

6655 Peachtree Dunwoody Rd.

Atlanta, GA 30328

(770) 418-7000

Newell Operating Company U.S. Benefits Administration Committee

c/o Newell Operating Company

6655 Peachtree Dunwoody Rd.

Atlanta, GA 30328

(770) 418-7000

YOUR RIGHTS UNDER ERISA

Receive Information About Your Plan and Benefits

Examine, without charge, at the Plan Administrator’s office and at other specified locations, such as work sites and union halls, all Plan documents, including insurance contracts and collective bargaining agreements, and a copy of the latest annual report (Form 5500 series) filed by the Plan Administrator with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.

Obtain, upon written request to the Plan Administrator, copies of all Plan documents, including insurance contracts and collective bargaining agreements, and copies of the latest annual report (Form 5500 Series) and updated summary plan description. The Plan Administrator may make a reasonable charge for the copies.