exv10w2



 







EXHIBIT 10.2




[Employees (other than CEO)]




NEWELL RUBBERMAID INC. 2003 STOCK PLAN

(As Amended and Restated Effective February 8, 2006)




STOCK OPTION AGREEMENT




     A Stock Option (the “Option”) granted by Newell Rubbermaid Inc., a Delaware corporation (the
“Company”), to the employee named in the attached Option letter (the “Optionee”), for 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:




     1. Stock Option Grant. Subject to the provisions set forth herein and the terms
and conditions 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, and in consideration of the agreements of the Optionee herein
provided, the Company hereby grants to the Optionee an Option to purchase from the Company the
number of shares of Common Stock, at the purchase price per share, and on the schedule, set
forth in the attached Option letter. Any Incentive Stock Option is intended to be an incentive
stock option within the meaning of Section 422A of the Internal Revenue Code of 1986.




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




     3. Exercise of Option. Written notice of an election to exercise any portion of
the Option shall be given by the Optionee, or his personal representative in the event of the
Optionee’s death, in accordance with procedures established by the Organizational Development
and Compensation Committee of the Board of Directors of the Company (the “Committee”) as in
effect at the time of such exercise.



     At the time of exercise of the Option, payment of the purchase price for the shares of Common
Stock with respect to which the Option is exercised must be made by one or more of the following
methods: (i) in cash, (ii) in cash received from a broker-dealer to whom the Optionee has
submitted an exercise notice and irrevocable instructions to deliver the purchase price to the
Company from the proceeds of the sale of shares subject to the Option, (iii) by delivery to the
Company of other Common Stock owned by the Optionee that is acceptable to the Company, valued at
its fair market value on the date of exercise, or (iv) by certifying to ownership by attestation of
such previously owned Common Stock. Notwithstanding the foregoing, the payment method specified in
(ii) above may not be used by an Optionee who is subject to Section 16 of the Securities Exchange
Act of 1934 unless otherwise approved by the Committee.



     If applicable, an amount sufficient to satisfy all minimum Federal, state and local
withholding tax requirements prior to delivery of any certificate for shares of Common Stock must
also accompany the exercise. Payment of such taxes can be made by a method specified above, and/or
by directing the Company to withhold such number of shares of Common Stock otherwise issuable upon
exercise of the Option with a fair market value equal to the amount of tax to be withheld.




     4. Exercise Upon Termination of Employment. If the Optionee’s employment with the
Company and all affiliates terminates for any reason other than death, disability or
retirement, the Option shall expire on the date of such termination, and no portion shall be
exercisable after the date of such termination.



 









 





     In the event of the Optionee’s death, disability or retirement during employment with the
Company or any affiliate, the outstanding portion of the Option shall become fully vested on such
date and shall continue to be exercisable until the earlier of the first anniversary of the date of
the Optionee’s death, disability or retirement, or the date the Option expires by its terms. For
this purpose (i) “disability” means (as determined by the Committee in its sole discretion) the
inability of the Optionee 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
(ii) “retirement” means the Optionee’s termination from employment with the Company and all
affiliates without cause (as determined by the Committee in its sole discretion) when the Optionee
is 65 or older. (Full vesting of an Incentive Stock Option may result in all or part of the Option
being treated as a Non-Qualified Stock Option in accordance with Section 6.4 of the Plan.)



     The foregoing provisions of this Section 4 shall be subject to the provisions of any written
employment security agreement or severance agreement that has been or may be executed by the
Optionee and the Company, and the provisions in such employment security agreement or severance
agreement concerning exercise of an Option shall supercede any inconsistent or contrary provision
of this Section 4.




     5. Option Not Transferable. The Option may be exercised only by the Optionee
during his lifetime and may not be transferred other than by will or the applicable laws of
descent or distribution or pursuant to a qualified domestic relations order. The Option shall
not otherwise be assigned, transferred, or pledged for any purpose whatsoever and is not
subject, in whole or in part, to attachment, execution or levy of any kind. Any attempted
assignment, transfer, pledge, or encumbrance of the Option, other than in accordance with its
terms, shall be void and of no effect.




     6. Surrender of or Changes to Agreement. In the event the Option shall be
exercised in whole, this Agreement shall be surrendered to the Company for cancellation. In the
event this Option shall be exercised in part or a change in the number of designation of the
shares of Common Stock shall be made, this Agreement shall be delivered by the Optionee to the
Company for the purpose of making appropriate notation thereon, or of otherwise reflecting, in
such manner as the Company shall determine, the change in the number or designation of such shares.




     7. Administration. The Option shall be exercised in accordance with such
administrative regulations as the Committee shall from time to time adopt.




     8. Governing Law. This Agreement, and the Option, 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:	 	 	 	 
	 

	 	 	 	 

	 	 






 









 





[CEO]




NEWELL RUBBERMAID INC. 2003 STOCK PLAN

(As Amended and Restated Effective February 8, 2006)




STOCK OPTION AGREEMENT




     A Stock Option (the “Option”) granted by Newell Rubbermaid Inc., a Delaware corporation (the
“Company”), to the employee named in the attached Option letter (the “Optionee”), for 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:



     1. Stock Option Grant. Subject to the provisions set forth herein and the terms and
conditions 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, and in consideration of the agreements of the Optionee herein provided,
the Company hereby grants to the Optionee an Option to purchase from the Company the number of
shares of Common Stock, at the purchase price per share, and on the schedule, set forth in the
attached Option letter. Any Incentive Stock Option is intended to be an incentive stock option
within the meaning of Section 422A of the Internal Revenue Code of 1986.



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



     3. Exercise of Option. Written notice of an election to exercise any portion of the
Option shall be given by the Optionee, or his personal representative in the event of the
Optionee’s death, in accordance with procedures established by the Organizational Development and
Compensation Committee of the Board of Directors of the Company (the “Committee”) as in effect at
the time of such exercise.



     At the time of exercise of the Option, payment of the purchase price for the shares of Common
Stock with respect to which the Option is exercised must be made by one or more of the following
methods: (i) in cash, (ii) in cash received from a broker-dealer to whom the Optionee has
submitted an exercise notice and irrevocable instructions to deliver the purchase price to the
Company from the proceeds of the sale of shares subject to the Option, (iii) by delivery to the
Company of other Common Stock owned by the Optionee that is acceptable to the Company, valued at
its fair market value on the date of exercise, or (iv) by certifying to ownership by attestation of
such previously owned Common Stock. Notwithstanding the foregoing, the payment method specified in
(ii) above may not be used by an Optionee who is subject to Section 16 of the Securities Exchange
Act of 1934 unless otherwise approved by the Committee.



     If applicable, an amount sufficient to satisfy all minimum Federal, state and local
withholding tax requirements prior to delivery of any certificate for shares of Common Stock must
also accompany the exercise. Payment of such taxes can be made by a method specified above, and/or
by directing the Company to withhold such number of shares of Common Stock otherwise issuable upon
exercise of the Option with a fair market value equal to the amount of tax to be withheld.



     4. Exercise Upon Termination of Employment. If the Optionee’s employment with the
Company and all affiliates terminates for any reason other than death, disability or retirement (as
defined below), and in connection therewith the Optionee’s service on the Board terminates, the
Option shall expire on the date of such termination of employment, and no portion shall be
exercisable after the date of such termination.



     In the event of the Optionee’s death, or in the event the Optionee’s employment with the
Company and all affiliates terminates due to disability or retirement and in connection therewith
his service on the



 









 







Board terminates, the outstanding portion of the Option shall become fully vested on such date
and shall continue to be exercisable until the earlier of the first anniversary of the date of the
Optionee’s termination of employment, or the date the Option expires by its terms. (Full vesting
of an Incentive Stock Option may result in all or part of the Option being treated as a
Non-Qualified Stock Option in accordance with Section 6.4(a) of the Plan.)



     In the event the Optionee’s employment with the Company and all affiliates terminates for any
reason other than death, disability or retirement, and the Optionee’s service on the Board
continues thereafter, the outstanding portion of the Option shall continue to vest and remain
exercisable in accordance with the Option letter. If the Optionee’s service on the Board
subsequently terminates, then (i) if the termination of service is due to death or disability, the
outstanding portion of the Option shall become fully vested on such date and shall continue to be
exercisable until the earlier of the first anniversary of the date of the Optionee’s termination of
service or the date the Option expires by its terms, (ii) if the termination of service is due to
retirement, the outstanding portion of the Option shall continue to vest and remain exercisable in
the same manner and to the same extent as if the Optionee had continued service on the Board, and
(iii) if the termination of service is for any reason other than death, disability or retirement,
the outstanding portion of the Option shall expire on the date of such termination of service, and
no portion shall be exercisable after the date of such termination of service.



     In the event the Optionee’s employment with the Company and all affiliates terminates due to
disability or retirement, and the Optionee’s service on the Board continues thereafter, the
outstanding portion of the Option shall become fully vested on such date and remain exercisable in
accordance with the Option letter. If the Optionee’s service on the Board subsequently terminates,
then (i) if the termination of service is due to death or disability, the outstanding portion of
the Option shall continue to be exercisable until the earlier of the first anniversary of the
Optionee’s termination of service or the date the Option expires by its terms; (ii) if the
termination of service is due to retirement, the outstanding portion of the Option shall remain
exercisable in the same manner and to the extent as if the Optionee had continued service on the
Board; and (iii) if the termination of service is for any reason other than death, disability or
retirement, the outstanding portion of the Option shall expire on the later of the date of the
Optionee’s termination of service or the first anniversary of the date of the Optionee’s
termination of employment, but in no event later than the date the Option expires by its terms, and
no portion of the Option shall be exercisable after the date of such expiration.



     For purposes of this Section 4, (i) “disability” means (as determined by the Committee in its
sole discretion) the inability of the Optionee 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 (ii) “retirement” means (A) while the Optionee is employed, the Optionee’s
termination from employment with the Company and all affiliates without cause (as determined by the
Committee in its sole discretion) when the Optionee is 65 or older; or (B) while the Optionee is a
non-employee Director, retirement in accordance with the Company’s retirement policy for Directors.



     The foregoing provisions of this Section 4 shall be subject to the provisions of any written
employment security agreement or severance agreement that has been or may be executed by the
Optionee and the Company, and the provisions in such employment security agreement or severance
agreement concerning exercise of an Option shall supercede any inconsistent or contrary provisions
of this Section 4.



     5. Option Not Transferable. The Option may be exercised only by the Optionee during
his lifetime and may not be transferred other than by will or the applicable laws of descent or
distribution or pursuant to a qualified domestic relations order. The Option shall not otherwise be
assigned, transferred, or pledged for any purpose whatsoever and is not subject, in whole or in
part, to attachment, execution or levy of any kind. Any attempted assignment, transfer, pledge, or
encumbrance of the Option, other than in accordance with its terms, shall be void and of no effect.



     6. Surrender of or Changes to Agreement. In the event the Option shall be exercised
in whole, this Agreement shall be surrendered to the Company for cancellation. In the event this
Option shall be



 









 







exercised in part or a change in the number of designation of the shares of Common Stock shall
be made, this Agreement shall be delivered by the Optionee to the Company for the purpose of making
appropriate notation thereon, or of otherwise reflecting, in such manner as the Company shall
determine, the change in the number or designation of such shares.



     7. Administration. The Option shall be exercised in accordance with such
administrative regulations as the Committee shall from time to time adopt.



     8. Governing Law. This Agreement, and the Option, 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:	 	 	 	 
	 

	 	 	 	 

	 	 






 









 





[Non-Employee Directors]




NEWELL RUBBERMAID INC. 2003 STOCK PLAN

(As Amended and Restated Effective February 8, 2006)




STOCK OPTION AGREEMENT




     A Non-Qualified Stock Option (the “Option”) granted by Newell Rubbermaid Inc., a Delaware
corporation (the “Company”), to the non-employee director named in the attached Award letter (the
“Optionee”), for 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:



     1. Stock Option Grant. Subject to the provisions set forth herein and the terms and
conditions 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, and in consideration of the agreements of the Optionee herein provided,
the Company hereby grants to the Optionee a Non-Qualified Stock Option, to purchase from the
Company the number of shares of Common Stock, at the purchase price per share, and on the schedule,
set forth in the attached Award letter.



     2. Acceptance by Optionee. The exercise of the Option is conditioned upon its
acceptance by the Optionee 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 Date of Grant set forth therein or, if later, 30 days after the Optionee
receives this Agreement.



     3. Exercise of Option. Written notice of an election to exercise any portion of the
Option shall be given by the Optionee, or his personal representative in the event of the
Optionee’s death, in accordance with procedures established by the Organizational Development and
Compensation Committee of the Board of Directors of the Company (the “Committee”) as in effect at
the time of such exercise.



     At the time of exercise of the Option, payment of the purchase price for the shares of
Common Stock with respect to which the Option is exercised must be made by one or more of the
following methods: (i) in cash, (ii) in cash received from a broker-dealer to whom the Optionee
has submitted an exercise notice and irrevocable instructions to deliver the purchase price to the
Company from the proceeds of the sale of shares subject to the Option, (iii) by delivery to the
Company of other Common Stock owned by the Optionee that is acceptable to the Company, valued at
its fair market value on the date of exercise, or (iv) by certifying to ownership by attestation of
such previously owned Common Stock. Notwithstanding the foregoing, the payment method specified in
(ii) above may not be used by an Optionee who is subject to Section 16 of the Securities Exchange
Act of 1934 unless otherwise approved by the Committee.



     If applicable, an amount sufficient to satisfy all minimum Federal, state and local
withholding tax requirements prior to delivery of any certificate for shares of Common Stock must
also accompany the exercise. Payment of such taxes can be made by a method specified above, and/or
by directing the Company to withhold such number of shares of Common Stock otherwise issuable upon
exercise of the Option with a fair market value equal to the amount of tax to be withheld.



     4. Exercise Upon Termination of Service on the Board. If the Optionee’s service on
the Board terminates for any reason other than death, disability or retirement as described below,
the Option shall expire on the date of such termination of service, and no portion shall be
exercisable after the date of such termination.



     In the event of the Optionee’s death or disability while serving on the Board, the
outstanding portion of the Option shall become fully vested on such date and shall continue to be



 









 







exercisable until the earlier of the first anniversary of the date of the Optionee’s death or
disability, or the date the Option expires by its terms. For this purpose “disability” means (as
determined by the Committee in its sole discretion) the inability of the Optionee 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.



     If the Optionee’s service on the Board terminates due to the Optionee’s retirement in
accordance with the Company’s retirement policy for Directors, the Option shall continue to vest
and remain exercisable in the same manner and to the same extent as if the Optionee had continued
his service on the Board during such period.



     5. Option Not Transferable. The Option may be exercised only by the Optionee during
his lifetime and may not be transferred other than by will or the applicable laws of descent or
distribution or pursuant to a qualified domestic relations order. The Option shall not otherwise be
assigned, transferred, or pledged for any purpose whatsoever and is not subject, in whole or in
part, to attachment, execution or levy of any kind. Any attempted assignment, transfer, pledge, or
encumbrance of the Option, other than in accordance with its terms, shall be void and of no effect.



     6. Surrender of or Changes to Agreement. In the event the Option shall be exercised
in whole, this Agreement shall be surrendered to the Company for cancellation. In the event this
Option shall be exercised in part or a change in the number of designation of the shares of Common
Stock shall be made, this Agreement shall be delivered by the Optionee to the Company for the
purpose of making appropriate notation thereon, or of otherwise reflecting, in such manner as the
Company shall determine, the change in the number or designation of such shares.



     7. Administration. The Option shall be exercised in accordance with such
administrative regulations as the Committee shall from time to time adopt.



     8. Governing Law. This Agreement, and the Option, 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: