Form of Notice of Cash Performance Award and Terms and Conditions



 Exhibit 10.2 
 NOTICE OF CASH PERFORMANCE AWARD 
 February 23, 2009 
 PERSONAL AND CONFIDENTIAL 
 [Name] 
 [Title] 
 [Company Address] 
 Dear [Name]: 
 We are pleased to inform you that, as a key employee of
[Operating Company] (the “Company”), you have been granted a performance award under the Fortune Brands, Inc. 2007 Long-Term Incentive Plan (the “Plan”), for the 2009-2011 performance period. The performance period ends on
December 31, 2011. Attached is a copy of the Fortune Brands, Inc. 2007 Long-Term Incentive Plan, Terms and Conditions relating to your performance award, and a Performance Goals Summary. 
 Your performance award is expressed in performance units with a maximum cash value of $1,000 per unit. The final cash value of your units will be determined according to
the actual performance of the Company during the 2009-2011 performance period. The attached Performance Goals Summary sets forth the number of units that you have been awarded, the minimum and maximum value of your units, and the performance goals
that the Company must achieve during the performance period in order for you to receive a payment based on your performance units. After the end of the performance period and based on the results achieved, the value of your performance units will be
paid in a lump sum less applicable taxes. No payment will be made if performance is less than the level required for a payout. 
 Except under the conditions
described in the attachments, which are incorporated by reference and made a part of this performance award, you will forfeit all rights to your performance award if you terminate employment before the completion of the performance period. Please
review the attachments carefully to ensure that you understand the provisions of your performance award. 







 Congratulations on your performance award which affords you the opportunity for financial benefit as well
as the opportunity to contribute significantly to our future performance. Should you have any questions, please call me. 
  

			
	 Sincerely yours,
  
 FORTUNE BRANDS, INC.

		
	By	 	 
		 	 Vice President – Human Resources


  

	Attachments:	Performance Goals Summary 


	    	Schedule of Terms and Conditions of Performance Award 


	    	Fortune Brands, Inc. 2007 Long-Term Incentive Plan 








 CASH PERFORMANCE AWARD 
 TERMS AND CONDITIONS 
 You have been granted a cash performance award under the Fortune
Brands, Inc. 2007 Long-Term Incentive Plan (the “Plan”). The Plan provides long-term incentives to employees of Fortune Brands, Inc. (“Fortune”) and its subsidiaries. 
 The date of the grant, number of units you are awarded, and the minimum, target and maximum unit values are set forth in the Performance Goals Summary (“Summary”) attached to your Notice of Cash Performance
Award. 
 1. Cash Award. Subject to the provisions of paragraphs 3 through 8 below, your cash award will be determined as follows:

 (a) If the performance measures for the Fortune subsidiary that employs you (the “Company”) for the performance
period equal the minimum goal for that performance period as set forth in the attached Summary, the value of each unit awarded to you will be the minimum unit value set forth on the Summary. 
 (b) If the performance measures of the Company for the performance period equal or exceed the maximum goal for that performance period as
set forth in the attached Summary, the value of each unit awarded to you will be the maximum unit value set forth on the Summary. 
 (c) If the performance measures of the Company for the performance period exceed the minimum goal for the performance period, but are less than the maximum goal for the performance period, the value of each unit awarded to you will be
interpolated between the goals set forth in the attached Summary within the range in which the actual performance results fall. 
 (d) No payment will be made for any performance period if the minimum performance goals for the performance period are not attained. 
 Subject to the provisions of paragraphs 3 through 8, the award payable to you will be paid as soon as practicable after the end of the performance period and after the Compensation and Stock Option Committee of Fortune’s Board of
Directors (the “Committee”) certifies the attainment of the performance goals for the performance period pursuant to paragraph 9 below. 
 2. Transferability of Award. This performance award shall not be transferable by you other than by will or by the laws of descent and distribution or pursuant to a domestic relations order approved by the Committee or its Secretary.

 3. Termination of Employment for Death, Disability or Retirement. If your employment by the Company (or Fortune Brands, Inc. or any
of its subsidiaries) terminates during any performance period by reason of your death, disability or retirement, you will be entitled to receive as soon as practicable after the end of that performance period and after the 

  

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Committee certifies attainment of the performance goals for that performance period pursuant to paragraph 9, a payment (i) based on the unit value that
would otherwise be payable pursuant to paragraph 1, (ii) prorated for the portion of any relevant performance period ending on the date your employment is so terminated. 
 4. Termination of Employment for Other Reasons. Except as otherwise provided in paragraphs 6 through 8 below, if your employment by the Company
terminates during a performance period other than by reason of your death, disability or retirement, you will not be entitled to any payment pursuant to paragraph 1 with respect to the performance period. 
 5. Forfeiture of Award for Detrimental Activity. If you engage in detrimental activity at any time (whether before or after termination of your
employment), you will not be entitled to any payment under the Plan and you will forfeit all rights with respect to this payment. For purposes of this paragraph 5, “detrimental activity” means willful, reckless or grossly negligent
activity that is determined by the Committee to be detrimental to or destructive of the business or property of the Company, Fortune or any of its subsidiaries. Any such determination of the Committee shall be final and binding for purposes of
the Plan. Notwithstanding the foregoing, no payment shall be forfeited or become not payable by virtue of this paragraph 5 on or after the date of a Change in Control (as defined in the Plan). 
 6. Transfer of Employment; Leave of Absence. For the purposes of this Agreement, (a) a transfer of your employment from the Company to
Fortune or one of its other subsidiaries or vice versa, without an intervening period, shall not be deemed a termination of employment, and (b) if you are granted in writing a leave of absence, you shall be deemed to have remained in the employ
of the Company, Fortune or one of its other subsidiaries during such leave of absence. 
 7. Adjustments. Adjustments (which may be
increases or decreases) may be made by the Committee to the performance goals and measurements applicable to Performance Awards to take into account changes in law and accounting and tax rules and to make such adjustments as the Committee deems
necessary or appropriate to reflect the inclusion or exclusion of the impact of extraordinary or unusual items, events or circumstances, including, without limitation, acquisitions or divestitures by or other material changes in the Company,
provided that no adjustment shall be made which would result in an increase in your compensation if your compensation is subject to the limitation on deductibility under Section 162(m) of the Internal Revenue Code, as amended, or any successor
provision, for the year with respect to which the adjustment occurs. The Committee also may adjust the performance goals and measurements applicable to Performance Awards and thereby reduce the amount to be received by any Participant pursuant to
such Awards if and to the extent that the Committee deems it appropriate, provided that no such reduction shall be made on or after the date of a Change in Control (as defined the Plan). The determination of the Committee as to the terms of any
adjustment made pursuant to this paragraph 7 shall be binding and conclusive upon you and any other person or persons who are at any time entitled to receipt of any payment pursuant to the award. 
  

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 8. Divestiture; Termination of Plan. (a) In the event that your principal employer is a
subsidiary of Fortune that ceases to be such, then your employment shall be deemed to be terminated for all purposes as of the date on which your principal employer ceases to be a subsidiary of Fortune (called the Divestiture Date) and your award
shall become nonforfeitable and shall be paid out as soon as practicable following the Divestiture Date (i) as if the performance period or other applicable conditions or restrictions had been completed or satisfied and based on actual
performance to the extent actual data is available for the performance period and the Company’s forecast in the financial performance outlook report for the remainder of the applicable performance period, but (ii) prorated for the portion
of any relevant performance period ending on the date your employment is so terminated. 
 (b) In the event of a termination of the Plan as
provided therein, then your employment shall be deemed to be terminated for all purposes as of the date of termination of the Plan and the provisions of paragraph 8(a) will apply to your award with the same effect as if the date of termination of
the Plan were a Divestiture Date. 
 9. Committee Certification. As soon as practicable after the end of each performance period, the
Committee shall certify the extent to which the performance goals have been satisfied for the performance period. 
 10. Tax
Withholding. The Company shall have the right to deduct from any payment to you the amount of any federal, state or local income or other taxes required by law to be withheld with respect to such payment. 
 11. Governing Law. These terms and conditions and the award provided for in the Notice of Performance Cash Award shall be governed by and
construed in accordance with the laws of the State of Illinois. 
  

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