NEWELL BRANDS INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
2020 Long Term Incentive Plan
On
The performance-based RSUs awarded may vest at 0% to 200% depending upon
achievement of equally-weighted performance goals for Annual Core Sales Growth
and Free Cash Flow (as such terms are defined in the LTIP) set by the Committee.
Additionally, following the determination of the extent to which the Company has
achieved its performance goals, a positive or negative adjustment to the payout
will be made based upon a comparison of the Company's total shareholder return
("TSR") relative to a pre-determined set of comparator group companies (the
"
The summary above is qualified in its entirety by reference to the LTIP, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
In connection with the 2020 LTIP Awards, the Company and each of the named
executive officers below will enter into Restricted Stock Unit Award Agreements
(the "RSU Agreements"). Under these RSU Agreements, performance-based RSUs will
vest on the third anniversary of the grant date, subject to continuous
employment and the level of attainment of performance goals for Annual Core
Sales Growth and Free Cash Flow over the three-year performance period and
subject to the relative TSR modifier described above. The RSU Agreements provide
for full immediate vesting of such awards (at target or such greater level as
determined by the Committee in its discretion based on projected performance)
upon a termination of employment due to the grantee's death or disability. In
the event of the grantee's retirement, the RSU Agreements for Messrs. Peterson
and Turner provide for partial continued vesting of such awards, subject to the
applicable performance criteria. Consistent with the terms of his
The Company and named executive officers will also enter into Stock Option
Agreements (the "Option Agreements") in connection with the 2020 LTIP awards.
Under the Option Agreements, the exercise price per share of the Stock Options
shall be equal to the closing price of a share of the Company's common stock on
the date of grant. Stock Option awards vest ratably in one-third increments on
each of the first, second and third anniversaries of the date of the grant,
subject to continuous employment, and will expire on the tenth anniversary of
the grant date. In general, if the grantee's employment terminates for any
reason other than death, disability or retirement, then the Stock Option will
expire and cease to be exercisable on the date of termination. However, if such
a termination of employment occurs during a blackout or other period during
which the grantee is restricted from trading the Company's Common Stock, then
the portion of the Stock Option vested as of such termination date shall expire
60 days after the close of such blackout or other period. In the event of the
grantee's death, disability or retirement, the Option Agreements provide for
full continued vesting of such awards and the ability to exercise for up to
three years following the later of the termination of employment or vesting. In
addition, consistent with the intent of his
For purposes of the RSU Agreements and the Option Agreements, in the case of Messrs. Peterson and Turner, "retirement" is defined as a voluntary or involuntary termination of employment after the grantee has either attained the age of sixty or attained age fifty-five with ten or more years of credited service, other than an involuntary termination for cause (as defined therein) or a
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termination due to death or disability. In the case of
Under the RSU and Option Agreements, in the case of a grantee who is also a Director of the Corporation, if the grantee's employment terminates, and the grantee's service on the Board continues, service on the Board will be considered continued employment, and the award will continue to vest and, as applicable, remain exercisable. Any subsequent termination of service on the Board will be considered termination of employment, except to the extent the grantee would receive more favorable treatment under other applicable award terms.
The provisions of the RSU and Option Agreements described above are subject to the provisions of any written employment or severance agreement that has been or may be executed by the grantee and the Company, or any written severance plan adopted by the Company in which the grantee is a participant, to the extent such provisions provide treatment for vesting and/or exercise upon or following a termination of employment that is more favorable to the grantee. The RSU and Option Agreements also provide that the grantee will be subject to confidentiality, non-solicitation, non-competition and non-disparagement restrictive covenants.
Under the LTIP, the following awards were granted to the named executive
officers on
representing a value of $3,499,996 ;
and 274,752 stock options,
representing a value of $1,500,000
representing a value of $2,191,870 ;
Operations and 172,063 stock options,
representing a value of $939,375
and 96,163 stock options,
representing a value of $525,000
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--------------------------------------------------------------------------------Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 2020 Long Term Incentive Plan Terms and Conditions
104 Cover Page Interactive Data File (formatted as inline XBRL and
contained in Exhibit 101)
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