exv10w3



 







EXHIBIT 10.3




[Employees]




NEWELL RUBBERMAID INC. 2003 STOCK PLAN

(As Amended and Restated Effective February 8, 2006)




RESTRICTED STOCK AWARD AGREEMENT




     A Restricted Stock Award (the “Award”) granted by Newell Rubbermaid Inc., a Delaware
corporation (the “Company”), to the employee named in the attached Award letter (the “Grantee”), of
common stock, par value $1.00 per share and related common stock purchase rights (the “Common
Stock”), of the Company, shall be subject to the following terms and conditions and the provisions
of the Newell Rubbermaid Inc. 2003 Stock Plan, as amended and restated effective February 8, 2006
(the “Plan”), a copy of which is attached hereto and the terms of which are hereby incorporated by
reference:



     1. Acceptance by Grantee. The receipt of the Award is conditioned upon its acceptance
by the Grantee in the space provided therefor at the end of the attached Award letter and the
return of an executed copy of such Award letter to the Secretary of the Company no later than 60
days after the Award Date set forth therein or, if later, 30 days after the Grantee receives this
Agreement.



     2. Transfer Restrictions. None of the shares of Common Stock subject to the Award
(“Award Shares”) shall be sold, assigned, pledged or otherwise transferred, voluntarily or
involuntarily, by the Grantee (or his estate or personal representative, as the case may be), until
such restrictions lapse in accordance with Sections 3 and 4 below.



     3. Lapse of Restrictions. The restrictions set forth in Section 2 above shall lapse
on the third anniversary of the Award Date with respect to all of the Award Shares.



     4. Death or Disability. To the extent the restrictions set forth in Section 2 have
not lapsed in accordance with Section 3, in the event that the Grantee’s employment with the
Company and all affiliates terminates due to the Grantee’s death or disability, such restrictions
shall lapse on the date of such termination. For this purpose “disability” means (as determined by
the Committee in its sole discretion) the inability of the Grantee to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment which is
expected to result in death or disability or which has lasted or can be expected to last for a
continuous period of not less than 12 months.



     5. Forfeiture. Subject to the next following sentence, the Award shall be forfeited
to the Company upon the Grantee’s termination of employment with the Company and all affiliates for
any reason other than the Grantee’s death or disability (as described in Section 4 above) that
occurs prior to the date the restrictions lapse as provided in Section 3 above. The foregoing
provisions of this Section 5 shall be subject to the provisions of any written employment security
agreement or severance agreement that has been or may be executed by the Grantee and the Company,
and the provisions in such employment security agreement or severance agreement concerning the
lapse of restrictions of an Award in connection with the Grantee’s termination of employment shall
supercede any inconsistent or contrary provision of this Section 5.



     6. Withholding Taxes. If applicable, the Grantee shall pay to the Company an amount
sufficient to satisfy all minimum Federal, state and local withholding tax requirements prior to
the delivery of any certificate for Award Shares. Payment of such taxes may be made by a method
specified in the Plan and approved by the Committee.



     7. Rights as Stockholder. The Grantee shall be entitled to all of the rights of a
stockholder of the Company with respect to the Award Shares, including the right to vote such
shares and to receive dividends and other distributions payable with respect to such Award Shares
from the Award Date.



 









 





     8. Share Delivery. Delivery of the Award Shares will be by book-entry credit to an
account in the Grantee’s name established by the Company with the Company’s transfer agent. On the
date the restrictions lapse with respect to the Award, and provided that the Grantee has complied
with all obligations and conditions set forth in the Plan and this Agreement, the Company shall,
upon written request from the Grantee (or his estate or personal representative, as the case may
be), issue certificates in the name of the Grantee (or his estate or personal representative)
representing such Award Shares.



     9. Section 83(b) Election. The Grantee may make an election pursuant to Section 83(b)
of the Internal Revenue Code to recognize income with respect to the Award Shares before the
restrictions lapse, by filing such election with the Internal Revenue Service within 30 days of the
Award Date and providing a copy of that filing to the Company.



     10. Administration. The Award shall be administered in accordance with such
regulations as the Organizational Development and Compensation Committee of the Board of Directors
of the Company (the “Committee”) shall from time to time adopt.



     11. Governing Law. This Agreement, and the Award, shall be construed, administered
and governed in all respects under and by the laws of the State of Delaware.



     IN WITNESS WHEREOF, this Agreement is executed by the Company this ___th day of ___,
___, effective as of the ___ day of ___, ___.




NEWELL RUBBERMAID INC.



	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 






 









 





[Non-Employee Directors]




NEWELL RUBBERMAID INC. 2003 STOCK PLAN

(As Amended and Restated Effective February 8, 2006)




RESTRICTED STOCK AWARD AGREEMENT




     A Restricted Stock Award (the “Award”) granted by Newell Rubbermaid Inc., a Delaware
corporation (the “Company”), to the non-employee director named in the attached Award letter (the
“Grantee”), of common stock, par value $1.00 per share and related common stock purchase rights
(the “Common Stock”), of the Company, shall be subject to the following terms and conditions and
the provisions of the Newell Rubbermaid Inc. 2003 Stock Plan, as amended and restated effective
February 8, 2006 (the “Plan”), a copy of which is attached hereto and the terms of which are hereby
incorporated by reference:



     1. Acceptance by Grantee. The receipt of the Award is conditioned upon its
acceptance by the Grantee in the space provided therefor at the end of the attached Award
letter and the return of an executed copy of such Award letter to the Secretary of the Company
no later than 60 days after the Award Date set forth therein or, if later, 30 days after the
Grantee receives this Agreement.



     2. Transfer Restrictions. None of the shares of Common Stock subject to the Award
(“Award Shares”) shall be sold, assigned, pledged or otherwise transferred, voluntarily or
involuntarily, by the Grantee (or his personal estate or personal representative, as the case
may be), until such restrictions lapse in accordance with Sections 3 and 4 below.



     3. Lapse of Restrictions. The restrictions set forth in Section 2 above shall
lapse on the third anniversary of the Award Date with respect to all of the Award Shares.



     4. Termination of Service on the Board. To the extent the restrictions set forth
in Section 2 have not lapsed in accordance with Section 3, in the event that the Grantee’s
service on the Board terminates due to his death, disability or retirement, such restrictions
shall lapse on the date of such termination. For this purpose (a) “disability” means (as
determined by the Committee in its sole discretion) the inability of the Grantee to engage in
any substantial gainful activity by reason of any medically determinable physical or mental
impairment which is expected to result in death or disability or which has lasted or can be
expected to last for a continuous period of not less than 12 months; and (b) “retirement” means
the Grantee’s retirement in accordance with the Company’s retirement policy for Directors.



     5. Forfeiture. The Award shall be forfeited to the Company upon the Grantee’s
termination of service on the Board for any reason other than the Grantee’s death, disability
or retirement (as defined in Section 4 above) that occurs prior to the date the restrictions
lapse as provided in Section 3 above.



     6. Withholding Taxes. If applicable, the Grantee shall pay to the Company an
amount sufficient to satisfy all minimum Federal, state and local withholding tax requirements
prior to the delivery of any certificate for Award Shares. Payment of such taxes may be made
by a method specified in the Plan and approved by the Committee.



     7. Rights as Stockholder. The Grantee shall be entitled to all of the rights of a
stockholder of the Company with respect to the Award Shares, including the right to vote such
shares and to receive dividends and other distributions payable with respect to such Award
Shares from the Award Date.



 









 





     8. Share Delivery. Delivery of the Award Shares will be by book-entry credit to
an account in the Grantee’s name established by the Company with the Company’s transfer agent.
On the date the restrictions lapse with respect to the Award, and provided that the Grantee has
complied with all obligations and conditions set forth in the Plan and this Agreement, the
Company shall, upon written request from the Grantee (or his estate or personal representative,
as the case may be), issue certificates in the name of the Grantee (or his estate or personal
representative) representing such Award Shares.



     9. Section 83(b) Election. The Grantee may make an election pursuant to Section
83(b) of the Internal Revenue Code to recognize income with respect to the Award Shares before
the restrictions lapse, by filing such election with the Internal Revenue Service within 30
days of the Award Date and providing a copy of that filing to the Company.



     10. Administration. The Award shall be administered in accordance with such
regulations as the Organizational Development and Compensation Committee of the Board of
Directors of the Company (the “Committee”) shall from time to time adopt.



     11. Governing Law. This Agreement, and the Award, shall be construed,
administered and governed in all respects under and by the laws of the State of Delaware.



     IN
WITNESS WHEREOF, this Agreement is executed by the Company this ___ day of ___, ___,
effective as of the ___ day of ___, ___.




NEWELL RUBBERMAID INC.



	 	 	 	 	 	 	 
	 

	 	By: