Performance Award Notice and Agreement



 Exhibit 10.3 
 NOTICE OF SPECIAL PERFORMANCE AWARD 
 July 27, 2009 

 
 PERSONAL AND CONFIDENTIAL 
 Bruce Carbonari 
 Chairman and Chief Executive
Officer 
 Fortune Brands 
 520 Lake
Cook Road 
 Deerfield, IL 60015 
 Dear
Bruce: 
 We are pleased to inform you that you have been granted a special performance award (the “Award”) by the Compensation and
Stock Option Committee of the Board of Directors under the Fortune Brands, Inc. 2007 Long-Term Incentive Plan (the “Plan”). 
  

	 	•	 	 The grant date for the Award is July 1, 2009. 



	 	•	 	 The Performance Period for the Award is July 1, 2009 – June 30, 2011. 


 The Award is granted under and governed by the Plan and the enclosed July 2009 Performance Award Terms and Conditions (the “Terms”). 

The Award is performance-based related to cumulative diluted earnings per share of Company common stock (“EPS”). A diluted EPS goal for the
first six months of the Performance period was previously communicated to you. 
 For your information, attached to this notice are the
following documents: (1) the Terms and Conditions and (2) the Plan. You should review these documents carefully in order to fully understand how the Award works and your rights as an Award recipient. 







 Please sign this notice below and return to Barb Brisinte. If you have any questions about your
award, please contact me or Barb Brisinte. 
  

	
	Sincerely yours,
	
	 
	 Elizabeth Lane
 Vice
President—Human Resources


 I, Bruce Carbonari, have read this Notice and the attached copy of the Performance Award Agreement
Bruce A. Carbonari Terms and Conditions and I thereby agree to the terms and conditions set forth. 
  

					
			
	 	 		 	  
	Bruce A. Carbonari	 		 	Dated

  







 JULY 2009 
 PERFORMANCE AWARD AGREEMENT 
 BRUCE A.
CARBONARI 
 TERMS AND CONDITIONS 
 You have been granted a long-term performance award (the “Award”) by Fortune Brands, Inc. (“Fortune”). 
  

	 	•	 	 The grant date for the Award is July 1, 2009. 


  

	 	•	 	 The Performance Period for the Award is July 1, 2009-June 30, 2011. 


  

	 	•	 	 One-half of the Award shall vest and become payable as of August 1, 2010, and the second half shall vest and become payable as of August 1,
2011. 


  

	 	•	 	 The maximum value available under the Award is $2,000,000, subject to your satisfaction of the terms and conditions described below.



  

	 	•	 	 The form of payment for the Award will be 50% cash, 50% shares of Fortune common stock (“Shares”). 


 1. Maximum Value Available under the Award. Subject to the provisions of paragraphs 4 through 11 below, the percentage (up to 100%)
of the maximum value available under the Award that becomes payable to you shall be determined as follows: 
 (a)
If the Earnings Per Share (as determined pursuant to paragraph 2) of Fortune and its consolidated subsidiaries (the “Company”) for the period July 1, 2009 through December 31, 2009: 
  

	 	(i)	equals the Earnings Per Share goal described in the “Notice of Performance Award” provided to you (the “EPS Goal”), then the maximum value of
the Award shall be available to be awarded to you as of the Vesting Dates that occur during the Performance Period, subject to paragraph 1(b) below. 

  

	 	(ii)	is less than the EPS Goal, then no amounts shall be available to be paid to you under the Award. 

 (b) Once amounts become available to be awarded to you under paragraph 1(a) above, the Committee shall determine whether and
to what extent you have achieved the other established performance goals (the “Performance Goals”) in the areas of market share, total shareholder return and operational goals specific to each of the Company’s three (3) primary
businesses. To the extent that the Committee determines that the Performance Goals have been fully satisfied, the maximum value available under the Award will be paid to you, subject to paragraphs 5, 7 and 8.








 
To the extent that the Committee determines that the Performance Goals have not been fully satisfied, it may, in its sole discretion, determine to award less than the maximum value available
under the Award, including the determination to award 0% of the available value. 
 Subject to the provisions of paragraphs 5
through 9, any cash or Shares payable to you under this Award shall be paid by Fortune as soon as practicable after each applicable Vesting Date, after the Committee certifies attainment of the EPS Goal and makes a determination as to your
achievement of the other Performance Goals. 
 2. Determination of Cumulative Earnings Per Share. Earnings Per Share (as
such terms is commonly used to describe the financial performance of publicly-traded corporations) shall be adjusted to eliminate non-recurring income or expense items and significant items not considered in determining the initial performance
measures; such adjustments may include, but are not limited to, restructuring and restructuring related charges; the impact of actual foreign exchange rates varying from planned foreign exchange rates; significant share repurchase activity;
significant nonrecurring income tax credits or charges; and the impact of significant acquisitions and divestitures of businesses. 
 3. Form of Payment. Any payments made under the Award will be made 50% in cash and 50% in Shares, the exact number of Shares to be determined as of the date of payment using the fair market value
of Shares for such date (determined by averaging the high and low prices of the stock on such date) and rounded to the nearest whole share. 
 4. Transferability of Award. The Award is not be transferable by you otherwise than by will or by the laws of descent and distribution. 
 5. Termination of Employment. Except as otherwise provided in paragraph 6 below, if your employment by the Company terminates prior
to July 31, 2010, you will not be entitled to any payments under the Award, and if your employment by the Company terminates after August 1, 2010 but prior to July 31, 2011, you will not be entitled to any further payments under the
Award beyond the amounts that vest as of August 1, 2010. Except as otherwise provided under Section 8 below, this Section 5 shall apply in the event of your termination of employment following a Change in Control of the Company (as
defined in the Plan). 
 6. Termination of Employment for Death or Disability. Subject to paragraphs 7 and 8 below, if
the EPS Goal is satisfied but your employment by the Company terminates prior to July 31, 2011 by reason of your death or disability, you (or, in the event of your death, your beneficiary) will be eligible to receive a percentage of the maximum
value available under the Award, based upon the Committee’s determination of whether and to what extent the Performance Goals were satisfied prior to your termination of employment, taking into account any payments already vested and received
under the Award. The Committee will have the sole and exclusive discretion to decide whether any amounts are payable under the Award following your termination of employment as a result of death or disability. The value of any amounts awarded to you
(or your beneficiary) under this paragraph 6 will be paid in accordance with paragraph 3 above. 
  

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 7. Termination of the Plan. If the EPS Goal is met but the Plan terminates prior to
July 31, 2011, you will be eligible to receive a percentage of the maximum value available under the Award, based upon the Committee’s determination of whether and to what extent the Performance Goals were satisfied prior to the
termination of the Plan, taking into account any payments already vested and received under the Award. The Committee will have the sole and exclusive discretion to decide whether any amounts are payable under the Award. The value of any amounts
awarded to you under this paragraph 7 will be paid in accordance with paragraph 3 above. 
 8. Forfeiture of Award for
Detrimental Activity. If you engage in “detrimental activity” (as defined below) at any time (whether before or after the termination of your employment), you will not be entitled to any payment under the Award, and you will forfeit
all rights with respect to the Award. For purposes of this paragraph 8, “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. Any such determination of the Committee shall be final and binding for all purposes. Notwithstanding the foregoing, no payment under the Plan shall be forfeited or become not payable by virtue of this paragraph 8 on or after
the date of a Change in Control (as defined in the Plan). 
 9. Stock Exchange Listing; Fractional Shares. Fortune shall
not be obligated to deliver any Shares until they have been listed (or authorized for listing upon official notice of issuance) upon each stock exchange upon which are listed outstanding shares of the same class as that of the Shares subject to the
Award and until there has been compliance with such laws or regulations as Fortune may deem applicable. Fortune agrees to use its best efforts to effect such listing and compliance. No fractional Shares (or any cash payment in lieu thereof) will be
delivered, and the number of Shares to be delivered will be rounded up or down to the nearest whole share. 
 10. Investment
Representations. Prior to each issuance of Shares payable hereunder, you shall make such representations as may be required that such Shares are to be held for investment purposes and not with a view to or for resale or distribution except in
compliance with the Securities Act of 1933, as amended (the “Securities Act”), and shall, if required by the Committee, give a written undertaking to Fortune in form and substance satisfactory to the Committee that you will not publicly
offer or sell or otherwise distribute such Shares other than (a) in the manner and to the extent permitted by Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, (b) pursuant to any other exemption from
the registration provisions of the Securities Act or (c) pursuant to an effective registration statement under the Securities Act. 
 11. Adjustments. (a) Adjustments (which may be increases or decreases) may be made by the Committee in the EPS Goal to take into account changes in law and accounting and tax rules and to make
such adjustments as the Committee deems necessary or

  

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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 EPS Goal and Performance Goals applicable to the Award and thereby reduce the amount to be paid hereunder 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). 
 (b) The determination of the Committee as to the terms of any adjustment made pursuant to this paragraph 11 shall be binding and conclusive
upon all parties. 
 12. Accountants’ Letter. A letter shall be obtained from the independent certified public
accountants who have performed procedures to assist in evaluating compliance with the calculation of Earning Per Share of the Company for the Performance Period. 
 13. Stockholder Rights. Neither you nor any other person shall have any rights of a stockholder as to Shares until such Shares shall have been recorded on Fortune’s official stockholder
records as having been issued or transferred. 
 14. Tax Withholding. Upon any payment to you hereunder, Federal income
and other tax withholding (and state and local income tax withholding, if applicable) may be required by the Company in respect of taxes on income realized by you. The Company may withhold such required amounts from your future paychecks or may
require that you deliver to the Company the amounts to be withheld. In addition, upon any payment to you of Shares hereunder, you may pay any Federal income and other tax withholding (and any state and local income tax withholding, if applicable) by
electing either to have the Company withhold a portion of the Shares otherwise deliverable to you, or to deliver other Shares owned by you, in either case having a fair market value (on the date that the amount of tax you have elected to have
withheld is to be determined) of the amount to be withheld, provided that the election shall be irrevocable and shall be subject to such rules as the Committee may adopt. 
 15. Governing Law. This agreement and the Award provided for hereunder shall be governed by and construed in accordance with the laws of the State of Illinois. 
  

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