exv10w12



 





Exhibit 10.12




NEWELL RUBBERMAID INC. 2003 STOCK PLAN




PERFORMANCE SHARE AWARD AGREEMENT




     A Performance Share Award (the “Award”) granted by Newell Rubbermaid Inc., a Delaware
corporation (the “Company”), to the employee named in the attached Award letter (the “Grantee”),
relating to the common stock, par value $1.00 per share (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 Human Resources – Compensation
department 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. Issuance of Shares. Prior to March 15, 2007, the Grantee shall be
entitled to receive a number of shares of Common Stock (the “Award Shares”) having a Fair Market
Value (determined as of the Payout Date) equal to the product of the Payout Percentage multiplied
by the Target Award. For purposes of this Award, (i) “Payout Date” shall mean the date on which
the Award Shares, if any, are issued to Grantee pursuant to this Award; (ii) “Payout Percentage”
shall mean the percentage, not to exceed 100%, of the target cash bonus earned by Grantee under the
Company’s Management Cash Bonus Plan for the 12-month period ending December 31, 2006; and (iii)
“Target Award” shall mean the value of Grantee’s target Performance Share award, which amount shall
be calculated by multiplying the Grantee’s base salary earned during the 12-month period ending
December 31, 2006 by the percentage of the Grantee’s base salary indicated as the target Award in
the attached Award letter; provided that transfer of employment to a different position within the
Company or any of its affiliates may result in adjustment of the percentage of the Grantee’s base
salary used to determine the Target Award, in the discretion of the Vice President – Human
Resources.



     3. Transfer Restrictions. This Award shall not be sold, assigned, pledged
or otherwise transferred, voluntarily or involuntarily, by the Grantee (or his estate or personal
representative, as the case may be). Award Shares, once issued, shall be freely transferable and
subject to no restrictions on transfer, other than any such restrictions arising under federal,
state or foreign securities laws.



     4. Death, Disability or Retirement. In the event that the Grantee’s
employment with the Company and all of its affiliates terminates due to the Grantee’s death,
disability or retirement, this Award and the Grantee’s right (or the right of his estate or
personal representative, as the case may be) to receive the Award Shares shall vest in full upon
the date of such termination. For purposes of this Award, (i) “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 (ii) “retirement” means the Grantee’s termination
from employment with the Company and all affiliates without cause (as determined by the Committee
in its sole discretion) when the Grantee is 65 or older.



     5. Normal Vesting; Forfeiture. Grantee’s right to receive the Award Shares
shall vest in full in the event that the Grantee remains actively employed by the Company or any of
its affiliates as of



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December 31, 2006. Subject to the next following sentence, the Award shall be forfeited to
the Company in the event that the Grantee’s employment with the Company and all affiliates is
terminated, voluntarily or involuntarily, at any time prior to December 31, 2006 for any reason
other than the Grantee’s death, disability or retirement (as described in Section 4 above). For
the avoidance of doubt, any transfer of employment to a different position within the Company or
any of its affiliates shall not result in a forfeiture of the Award. 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 vesting 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. Prior to the issuance of the Award Shares, the
Grantee shall not possess any rights of a stockholder in respect of such shares by virtue of this
Award. Upon issuance of the Award Shares, 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 Payout 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, or, 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. 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.



     10. Performance Goals. The Award is intended qualify as “performance-based
compensation” within the meaning of Section 162(m) of the Code. The parties acknowledge that the
issuance of Award Shares will be determined based on the same performance goals that are utilized
for determining cash awards under the Company’s Management Cash Bonus Plan for the 12-month period
ending December 31, 2006, and that such goals have been established in accordance with Sections 3.3
and 9.2 of the Plan and Section 162(m) of the Code. Following the completion of such 12-month
period, the Committee shall determine, in its sole judgment, the extent to which such performance
goals have been achieved and shall authorize the issuance of Award Shares to the Grantee in
accordance with the terms of this Award.



     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.



     12. Stockholder Approval. This Agreement, and the Award, are subject in all
respects to approval of the Plan (in the form amended and restated as of February 8, 2006) by the
stockholders of the Company at the 2006 annual meeting. In the event such approval is not
obtained, this Agreement and the Award shall automatically be canceled and shall thereafter be null
and void and of no further force or effect.



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     IN
WITNESS WHEREOF, this Agreement is executed by the Company this                      th day of                     ,
                    , effective as of the 8th day of February, 2006.



	 	 	 	 	 	 	 
	 	 	NEWELL RUBBERMAID INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 







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