Fortune Brands Home & Security, Inc. 2011 Long Term Incentive Plan.



 Exhibit 10.1 
 FORTUNE BRANDS HOME & SECURITY, INC. 
 2011 LONG-TERM INCENTIVE
PLAN 
 I. INTRODUCTION 
 1.1 Purposes. The purposes of the Fortune Brands Home & Security, Inc. 2011 Long-Term Incentive Plan (this “Plan”) are (i) to align the interests of the
Company’s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) to advance the interests of the Company by attracting and
retaining directors, officers and other employees and (iii) to motivate such persons to act in the long-term best interests of the Company and its stockholders. 
 1.2 Certain Definitions. 
 “Agreement” means
the agreement between the Company and the recipient of an award setting forth the terms and conditions of the award (which may be in written or electronic form). 
 “Board” means the board of directors of the Company. 

“Change in Control” has the meaning set forth in Section 5.8(b). 

“Code” means the Internal Revenue Code of 1986, as amended. 

“Committee” means the committee designated by the Board, consisting of two or more members of the Board, each of
whom may be (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, (ii) an “outside director” within the meaning of Section 162(m) of the Code and (iii) “independent”
within the meaning of the rules of New York Stock Exchange or any other stock exchange on which the Common Stock is then traded. 
 “Common Stock” means the common stock, par value $0.01 per share, of the Company, and all rights appurtenant. 

“Company” means Fortune Brands Home & Security, Inc., a Delaware corporation, or any successor.

 “Employee Matters Agreement” means the Employee Matters Agreement by and between the Company and
Fortune Brands. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“Fair Market Value” means either (i) the sales price of a share of Common Stock on the New York Stock
Exchange, or, if the Common Stock is not listed on the New York Stock Exchange, the sales price of a share of Common Stock on the principal national securities exchange or nationally recognized quotation service on which the Common Stock is traded,
as determined by the Committee; or (ii) if the shares of Common Stock are not traded on a national securities exchange or through any other nationally recognized quotation service, the fair market








 
value of a share of Common Stock as determined by the Board or the Committee, acting in good faith, in either case pursuant to any method in compliance with the Code, including but not limited to
Section 409A of the Code, or applicable regulations, as the Board or the Committee shall in its discretion select and apply at the time of the award is granted, the time of exercise or other determination event. 

“Fortune Brands” means Fortune Brands, Inc., a Delaware corporation, or any successor thereto. 

“Incentive Stock Option” means an option to purchase shares of Common Stock that meets the requirements of
Section 422 of the Code, or any successor provision, which is intended by the Committee to constitute an Incentive Stock Option. 
 “Nonqualified Stock Option” means an option to purchase shares of Common Stock which is not an Incentive Stock Option. 

“Other Stock-Based Award” means an award granted pursuant to Section 3.4. 

“Option” means an Incentive Stock Option or a Nonqualified Stock Option. 

“Performance Measures” means performance goals established by the Committee in connection with the grant of an
award based on the attainment of one (1) or any combination of the following, in each case of the Company, a Subsidiary or business unit or joint venture by or within which the holder of an award is primarily employed, and that are intended to
cause the award to qualify as performance-based compensation under Section 162(m) of the Code: (i) net earnings; (ii) operating earnings or income; (iii) earnings growth; (iv) net income; (v) net income applicable to
shares; (vi) gross revenue or revenue by pre-defined business segment; (vii) ratio of operating expenses to operating revenues; (viii) margins realized on delivered services; (ix) cash flow, including operating cash flow, free
cash flow, discounted cash flow return on investment, and cash flow in excess of cost of capital; (x) earnings per share; (xi) return on stockholders’ equity; (xii) stock price; (xiii) return on common stockholders’
equity; (xiv) return on capital; (xv) return on assets; (xvi) economic value added (income in excess of cost of capital); (xvii) customer satisfaction; (xviii) cost control or expense reduction, (xix) operating company
contribution; (xx) income before income taxes; (xxi) total return to stockholders, in each case, absolute or relative to peer-group comparative; and (xxii) strategic business criteria, consisting of one (1) or more objectives
based on meeting specified market penetration, geographic business expansion goals, cost targets, customer satisfaction, reductions in errors and omissions, reductions in lost business, management of employment practices and employee benefits,
supervision of litigation and information technology, quality and quality audit scores, and goals relating to acquisitions or divestitures, or any combination of the foregoing. Such Performance Measures may also be based upon the attainment by the
Company, a Subsidiary or joint venture of specified levels of performance under one (1) or more of the measures described above relative to the performance of other companies. The Committee shall set such Performance Measures within the time
prescribed by Section 162(m) of the Code. In the sole discretion of the Committee, but subject to Section 162(m) of the Code, the Committee may amend or adjust the Performance Measures or other terms and conditions of an outstanding award
in recognition of 

  
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unusual, nonrecurring or one-time events affecting the Company or its financial statements or changes in law or accounting principles. 

Notwithstanding the foregoing, if the Committee determines it is advisable to grant awards that will not qualify for the
performance-based exception under Section 162(m) of the Code, the Committee may grant such awards. 

“Performance Option” means an Incentive Stock Option or Nonqualified Stock Option, the grant of which or the
exercisability of all or a portion of which is contingent upon the attainment of specified Performance Measures within a specified Performance Period. 
 “Performance Period” means any period designated by the Committee during which the Performance Measures applicable to an award shall be measured. 

“Performance Award” means an award of Performance Shares or Performance Units. 

“Performance Share” means a right to receive, contingent upon the attainment of specified Performance Measures
within a specified Performance Period, a specified number of shares of Common Stock (which may be shares of Restricted Stock). 

“Performance Unit” means a right to receive, contingent upon the attainment of specified Performance Measures
within a specified Performance Period, a specified cash amount. 
 “Replacement and Substitute Award”
means an Option or Restricted Stock Unit Award granted to certain current and former employees and directors of the Company, Fortune Brands and their respective subsidiaries in connection with the spin-off of the Company to the stockholders of
Fortune Brands, pursuant to the terms of the Employee Matters Agreement. 
 “Restricted Stock” means
shares of Common Stock which are subject to a Restriction Period and which may also be subject to the attainment of specified Performance Measures within a specified Performance Period. 

“Restricted Stock Award” means an award of Restricted Stock under this Plan. 

“Restricted Stock Unit” means a right to receive one share of Common Stock or, to the extent set forth in the
applicable award Agreement, the Fair Market Value of a share of Common Stock in cash, which is contingent upon the expiration of a specified Restriction Period and which may also be contingent upon the attainment of specified Performance Measures
within a specified Performance Period. 
 “Restricted Stock Unit Award” means an award of Restricted
Stock Units under this Plan. 
 “Restriction Period” means any period designated by the Committee during
which (i) shares of Common Stock subject to a Restricted Stock Award may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in this Plan or the Agreement relating to such award,
or (ii) the conditions to vesting applicable to a Restricted Stock Unit Award or Other Stock-Based Award shall remain in effect. 

  
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 “SAR” means a stock appreciation right which is not granted in
tandem with, or by reference to, an Option, which entitles the holder to receive, upon exercise, shares of Common Stock (which may be Restricted Stock) with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock
on the date of exercise over the base price of such SAR or, to the extent permitted by an Agreement, cash equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR or a
combination of both. 
 “Stock Award” means a Restricted Stock Award, a Restricted Stock Unit Award or
an Other Stock-Based Award. 
 “Subsidiary” means any corporation, limited liability company,
partnership, joint venture or similar entity in which the Company owns, directly or indirectly, an equity interest possessing more than 50% of the combined voting power of the total outstanding equity interests of such entity, except that with
respect to Incentive Stock Options, “Subsidiary” means “subsidiary corporation” as defined in Section 424(f) of the Code. 
 “Tax Date” has the meaning set forth in Section 5.5. 

“Ten Percent Holder” has the meaning set forth in Section 2.1(a). 

1.3 Administration. This Plan shall be administered by the Committee. Any one or a combination of the following
awards may be made under this Plan to eligible persons: (i) Incentive Stock Options or Nonqualified Stock Options (which may include Performance Options), (ii) SARs, (iii) Stock Awards in the form of Restricted Stock, Restricted Stock
Units or Other Stock-Based Awards and (iv) Performance Awards. The Committee shall, subject to the terms of this Plan, select eligible persons for participation in this Plan and determine the form, amount and timing of each award to such
persons and, if applicable, the number of shares of Common Stock, the number of SARs, the number of Restricted Stock Units and the number of Performance Units subject to such an award, the exercise price or base price associated with the award, the
time and conditions of exercise or settlement of the award and all other terms and conditions of the award, including, without limitation, the form of the Agreement evidencing the award. The Committee may, in its sole discretion and for any reason
at any time, subject to the requirements of Section 162(m) of the Code and applicable regulations in the case of an award intended to be qualified performance-based compensation, take action such that (i) any or all outstanding Options and
SARs shall become exercisable in part or in full, (ii) all or a portion of the Restriction Period applicable to any outstanding Restricted Stock, Restricted Stock Units or Other Stock-Based Award shall lapse, (iii) all or a portion of the
Performance Period applicable to any outstanding Restricted Stock, Restricted Stock Units, Performance Awards or Other Stock-Based Awards shall lapse and (iv) the Performance Measures (if any) applicable to any outstanding award shall be deemed
to be satisfied at the target, maximum or any other level. The Committee shall, subject to the terms of this Plan, interpret this Plan, establish rules and regulations it deems necessary or desirable for the administration of this Plan and may
impose, incidental to the grant of an award, conditions with respect to the award, such as limiting competitive employment or other activities. All such interpretations, rules, regulations and conditions shall be conclusive and binding on all
parties. 

  
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 The Committee may delegate some or all of its power and authority to the Board or, subject
to applicable law, to the Chief Executive Officer or other executive officer of the Company as the Committee deems appropriate; provided, however, that (i) the Committee may not delegate its power and authority to the Board or the
Chief Executive Officer or other executive officer of the Company with regard to the grant of an award to any person who is a “covered employee” within the meaning of Section 162(m) of the Code or who, in the Committee’s
judgment, is likely to be a covered employee at any time during the period an award to such employee would be outstanding and (ii) the Committee may not delegate its power and authority to the Chief Executive Officer or other executive officer
of the Company with regard to the selection for participation in this Plan of an officer, director or other person subject to Section 16 of the Exchange Act or decisions concerning the timing, pricing or amount of an award to such an officer,
director or other person. 
 No member of the Board or Committee, and neither the Chief Executive Officer nor any other
executive officer to whom the Committee delegates any of its power and authority, shall be liable for any act, omission, interpretation, construction or determination made in connection with this Plan in good faith, and the members of the Board and
the Committee and the Chief Executive Officer or other executive officer shall be entitled to indemnification and reimbursement by the Company for any claims, losses, damages or expenses (including attorneys’ fees) arising from any such act,
omission, interpretation, construction or determination to the full extent permitted by law (except as otherwise may be provided in the Company’s Restated Certificate of Incorporation and/or Amended and Restated Bylaws) and under any
directors’ and officers’ liability insurance that may be in effect from time to time. 
 1.4
Eligibility. Participants in this Plan shall consist of such officers, other employees, nonemployee directors, independent contractors and persons expected to become officers, other employees, nonemployee directors and independent
contractors of the Company or any of its Subsidiaries as the Committee in its sole discretion may select from time to time. The Committee’s selection of a person to participate in this Plan at any time shall not require the Committee to select
such person to participate in this Plan at any other time. In connection with the spin-off of the Company and pursuant to the terms of the Employee Matters Agreement, certain current and former employees and directors of the Company, Fortune Brands
and their respective subsidiaries will receive Replacement and Substitute Awards. Except as otherwise provided in an Agreement, for purposes of this Plan, references to employment by the Company shall also mean employment by a Subsidiary, and
references to employment shall include service as a non-employee director or independent contractor. Except as otherwise determined by the Committee, an employee who is granted a leave of absence in writing shall be deemed to be employed during such
leave of absence. 
 1.5 Shares Available. Subject to adjustment as provided in Section 5.7 and to all
other limits set forth in this Section 1.5, the total number of shares of Common Stock initially available under the Plan for the grant of (i) new awards and (ii) all Replacement and Substitute Awards shall be 30,000,000. To the
extent the Company grants an award under the Plan, the number of shares of Common Stock that remain available for future grants under the Plan shall be reduced by one (1) share for each share subject such award. To the extent that shares of
Common Stock subject to an outstanding Option, SAR, Stock Award or Performance Award granted under this Plan are not issued or delivered by reason of (i) the expiration, termination, 

  
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cancellation or forfeiture of such award or (ii) the settlement of such award in cash, then such shares of Common Stock shall again be available under this Plan. The number of shares that
again become available pursuant to this Section 1.5 shall be equal to one (1) share for each share subject to an Option, SAR, Stock Award or Performance Award. Notwithstanding anything in this Section 1.5 to the contrary, shares of
Common Stock subject to an award under this Plan may not again be made available for issuance under this Plan if such shares are: (x) shares delivered to or withheld by the Company to pay the exercise price of an Option, (y) shares
delivered to or withheld by the Company to satisfy withholding taxes related to an award or (z) shares that were subject to an award and were not issued upon the net settlement of such award. 

Shares of Common Stock to be delivered under this Plan shall be made available from authorized and unissued shares of Common Stock, or
authorized and issued shares of Common Stock reacquired and held as treasury shares or otherwise or a combination of both. 
 To
the extent necessary for an award to be qualified performance-based compensation under Section 162(m) of the Code and the regulations thereunder (i) the maximum number of shares of Common Stock with respect to which any awards may be
granted during any fiscal year of the Company to any person shall be 1,000,000, subject to adjustment as provided in Section 5.7 and (ii) the maximum amount that may be payable with respect to Performance Units granted during any fiscal
year of the Company to any person shall be $10,000,000; provided, however, that such limits shall apply without regard to the Replacement and Substitute Awards. 
 II. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS 
 2.1 Stock
Options. The Committee may, in its discretion, grant Options to such eligible persons as may be selected by the Committee; provided that Incentive Stock Options may be granted only to employees. Any portion of an Option that is not an
Incentive Stock Option shall be a Nonqualified Stock Option. To the extent that the aggregate Fair Market Value (determined as of the date of grant) of shares of Common Stock with respect to which Options designated as Incentive Stock Options are
exercisable for the first time by a participant during any calendar year (under this Plan or any other plan of the Company, or any parent or Subsidiary) exceeds the amount (currently $100,000) established by the Code, such Options shall constitute
Nonqualified Stock Options. 
 Options shall be subject to the following terms and conditions and shall contain such additional
terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable: 
 (a) Number of
Shares and Purchase Price. The number of shares of Common Stock subject to an Option and the purchase price per share of Common Stock purchasable upon exercise of the Option shall be determined by the Committee; provided, however,
that the purchase price per share of Common Stock purchasable upon exercise of an Option shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of such Option; and provided further, that if an
Incentive Stock Option shall be granted to any person who, at the time such Option is granted, owns capital stock possessing more than ten (10) percent of the total combined voting power of all classes of capital stock of the Company (or of any
parent or Subsidiary) (a “Ten Percent Holder”), the purchase price per share of Common 

  
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Stock shall not be less than the price (currently 110% of Fair Market Value) required by the Code in order to constitute an Incentive Stock Option. 

(b) Option Period and Exercisability. The period during which an Option may be exercised shall be determined by the Committee;
provided, however, that no Option (other than a Nonqualified Stock Option exercisable by an optionee’s executor, administrator, legal representative, guardian or similar person after the optionee’s death) shall be exercised
later than ten (10) years after its date of grant; and provided further, that if an Incentive Stock Option shall be granted to a Ten Percent Holder, such Option shall not be exercised later than five (5) years after its date of
grant. The Committee may, in its discretion, determine that an Option is to be granted as a Performance Option and may establish an applicable Performance Period and Performance Measures which shall be satisfied or met as a condition to the grant of
such Option or to the exercisability of all or a portion of such Option. The Committee shall determine whether an Option shall become exercisable in cumulative or non-cumulative installments and in part or in full at any time. An Option may be
exercised only with respect to whole shares of Common Stock. 
 (c) Method of Exercise. An Option may be exercised
(i) by specifying the number of whole shares of Common Stock to be purchased in the manner prescribed by the Company, accompanied by full payment (or by arranging for full payment to the Company’s satisfaction) either (A) in cash,
(B) by delivery to the Company (either actual delivery or by attestation procedures established by the Company) of shares of Common Stock having an aggregate Fair Market Value, determined as of the date of exercise, equal to the aggregate
purchase price payable pursuant to the Option, (C) authorizing the Company to sell shares of Common Stock subject to the option exercise and withhold from the proceeds an amount equal to the option exercise price, (D) by a combination of
(A), (B) and (C), or (E) by any other method established by the Committee and set forth in an Agreement, and (ii) by executing such documents as the Company may reasonably request. Any fraction of a share of Common Stock which would
be required to pay such purchase price shall be disregarded and the remaining amount due shall be paid in cash by the optionee. No shares of Common Stock shall be issued or delivered until the full purchase price and any related withholding taxes,
as described in Section 5.5, have been paid (or arrangement made for such payment to the Company’s satisfaction). 

2.2 Stock Appreciation Rights. The Committee may, in its discretion, grant SARs to such eligible persons as may be
selected by the Committee. 
 SARs shall be subject to the following terms and conditions and shall contain such additional
terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable: 
 (a) Number of
SARs and Base Price. The number of SARs subject to an award shall be determined by the Committee. The base price of an SAR shall be determined by the Committee; provided, however, that such base price shall not be less than 100% of
the Fair Market Value of a share of Common Stock on the date of grant of such SAR. The Agreement relating to an SAR shall specify whether the SAR may be settled in cash in lieu of shares of Common Stock or a combination of both shares and cash.


  
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 (b) Exercise Period and Exercisability. The period for the exercise of an SAR shall
be determined by the Committee; provided, however, that no SAR (other than an SAR exercisable by a holder’s executor, administrator, legal representative, guardian or similar person after the holder’s death) shall be
exercised later than ten (10) years after its date of grant. The Committee may, in its discretion, establish Performance Measures which shall be satisfied or met as a condition to the grant of an SAR or to the exercisability of all or a portion
of an SAR. The Committee shall determine whether an SAR may be exercised in cumulative or non-cumulative installments and in part or in full at any time. SARs may be exercised only with respect to a whole number of SARs. If an SAR is exercised for
shares of Restricted Stock, such shares shall be transferred to the holder in book entry form with restrictions on the Shares duly noted, and the holder of such Restricted Stock shall have the same rights of a stockholder of the Company as a holder
of a Restricted Stock Award would have pursuant to Section 3.2(d). Prior to the exercise of an SAR, the holder of such SAR shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to such SAR.

 (c) Method of Exercise. SARs may be exercised (i) by specifying the whole number of SARs which are being
exercised in the manner prescribed by the Company and (ii) by executing such documents as the Company may reasonably request. 
 2.3 Termination of Employment. All of the terms relating to the exercise, cancellation or other disposition of an Option or SAR upon a termination of employment or service with the
Company of the holder of such Option or SAR, as the case may be, whether by reason of disability, retirement, death or any other reason, shall be determined by the Committee and set forth in the applicable award Agreement. 

2.4 No Repricing. Notwithstanding anything in this Plan to the contrary and subject to Section 5.7, to the
extent required by the New York Stock Exchange, or any other stock exchange on which shares of Common Stock are traded, the Committee will not, without the approval of stockholders of the Company, (i) reduce the purchase price or base price of
any outstanding Option or SAR, (ii) cancel any outstanding Option or SAR in exchange for another Option or SAR with a lower purchase price or base price; (iii) cancel any outstanding Option or SAR in exchange for cash or another award if
the purchase price of the Option or the base price of the SAR exceeds the Fair Market Value of a share of Common Stock on the date of such cancellation; or (iv) take any other action that would constitute a “repricing,” as such term
is used in Section 303A.08 of the New York Stock Exchange Listed Company Manual, in each case other than in connection with a Change in Control. 
 2.5 No Dividend Equivalents. Notwithstanding anything in this Plan to the contrary, no Option or SAR shall be eligible to earn dividend equivalents with respect any shares of Common
Stock subject to the Option or SAR. 
 III. STOCK AWARDS 

3.1 Stock Awards. The Committee may, in its discretion, grant Stock Awards to such eligible persons as may be
selected by the Committee. The Agreement relating to a Stock Award shall specify whether the Stock Award is a Restricted Stock Award, a Restricted Stock Unit Award or an Other Stock-Based Award. 

  
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 3.2 Terms of Restricted Stock Awards. Restricted Stock Awards shall be
subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable. 

(a) Number of Shares and Other Terms. The number of shares of Common Stock subject to a Restricted Stock Award and the Restriction
Period, Performance Period (if any) and Performance Measures (if any) applicable to a Restricted Stock Award shall be determined by the Committee. 
 (b) Vesting and Forfeiture. The Agreement relating to a Restricted Stock Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this
Plan, for the vesting of the shares of Common Stock subject to such award (i) if the holder of such award remains continuously in the employment of the Company during the specified Restriction Period and (ii) if specified Performance
Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture of the shares of Common Stock subject to such award (x) if the holder of such award does not remain continuously in the employment or service
of the Company during the specified Restriction Period or (y) if specified Performance Measures (if any) are not satisfied or met during a specified Performance Period. 
 (c) Stock Issuance. During the Restriction Period, the shares of Restricted Stock shall be held by a custodian in book entry form with restrictions on such shares duly noted. Upon termination of
any applicable Restriction Period (and the satisfaction or attainment of applicable Performance Measures), subject to the Company’s right to require payment of any taxes in accordance with Section 5.5, the restrictions shall be removed
from the requisite number of any shares of Common Stock that are held in book entry form. 
 (d) Rights with Respect to
Restricted Stock Awards. Unless otherwise set forth in the Agreement relating to a Restricted Stock Award, and subject to the terms and conditions of a Restricted Stock Award, the holder of such award shall have all rights as a stockholder of
the Company, including, but not limited to, voting rights, the right to receive dividends and the right to participate in any capital adjustment applicable to all holders of Common Stock; provided, however, that (i) a distribution
with respect to shares of Common Stock, other than a regular cash dividend, and (ii) a regular cash dividend with respect to shares of Common Stock that are subject to performance-based vesting conditions, in each case, shall be subject to the
same restrictions as the shares of Common Stock with respect to which such distribution was made. 
 3.3 Terms of
Restricted Stock Unit Awards. Restricted Stock Unit Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall
deem advisable. 
 (a) Number of Shares and Other Terms. The number of shares of Common Stock subject to a Restricted
Stock Unit Award and the Restriction Period, Performance Period (if any) and Performance Measures (if any) applicable to a Restricted Stock Unit Award shall be determined by the Committee. 

(b) Vesting and Forfeiture. The Agreement relating to a Restricted Stock Unit Award shall provide, in the manner determined by the
Committee, in its discretion, and subject to the 

  
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provisions of this Plan, for the vesting of such Restricted Stock Unit Award (i) if the holder of such award remains continuously in the employment or service of the Company during the
specified Restriction Period and (ii) if specified Performance Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture of the shares of Common Stock subject to such award (x) if the holder of
such award does not remain continuously in the employment or service of the Company during the specified Restriction Period or (y) if specified Performance Measures (if any) are not satisfied or met during a specified Performance Period.

 (c) Settlement of Vested Restricted Stock Unit Awards. The Agreement relating to a Restricted Stock Unit Award shall
specify (i) whether such award may be settled in shares of Common Stock or cash or a combination of both and (ii) whether the holder shall be entitled to receive, on a current or deferred basis, dividend equivalents, and, if determined by
the Committee, interest on, or the deemed reinvestment of, any deferred dividend equivalents, with respect to the number of shares of Common Stock subject to such award. Any dividend equivalents with respect to Restricted Stock Units that are
subject to vesting conditions shall be subject to the same vesting conditions as such Restricted Stock Units. Prior to the settlement of a Restricted Stock Unit Award, the holder of such award shall have no rights as a stockholder of the Company
with respect to the shares of Common Stock subject to such award. 
 3.4 Other Stock-Based Awards. The
Committee may grant other awards under the Plan pursuant to which shares of Common Stock (which may, but need not, be shares of Restricted Stock) are or may in the future be acquired, or awards denominated in stock units (which may, but need not, be
Restricted Stock Units), including awards valued using measures other than market value. Such Other Stock-Based Awards may be granted alone, in addition to or in tandem with any award of any type granted under this Plan and must be consistent with
the purposes of this Plan. 
 3.5 Termination of Employment. All of the terms relating to the satisfaction
of Performance Measures and the termination of the Restriction Period or Performance Period relating to a Stock Award, or any forfeiture and cancellation of such award upon a termination of employment or service with the Company of the holder of
such award, whether by reason of disability, retirement, death or any other reason, shall be determined by the Committee and set forth in the applicable award Agreement. 
 IV. PERFORMANCE AWARDS 
 4.1 Performance Awards. The
Committee may, in its discretion, grant Performance Awards to such eligible persons as may be selected by the Committee. 

4.2 Terms of Performance Awards. Performance Awards shall be subject to the following terms and conditions and shall
contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable. 
 (a) Number of Performance Shares or Units and Performance Measures. The number of Performance Shares or Units subject to, or the specified amount of cash payable under, a Performance Award and the
Performance Measures and Performance Period applicable to a Performance Award shall be determined by the Committee. 

  
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 (b) Vesting and Forfeiture. The Agreement relating to a Performance Award shall
provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting, settlement or payment of such Performance Award if the specified Performance Measures are satisfied or met during the
specified Performance Period and for the forfeiture of such award if the specified Performance Measures are not satisfied or met during the specified Performance Period. 
 (c) Settlement of Performance Awards. The Agreement relating to a Performance Award shall specify whether such award shall be for Performance Shares or Performance Units and whether Performance
Shares shall be settled in shares of Common Stock, shares of Restricted Stock, or combination of both. If a Performance Award is settled in shares of Restricted Stock, such shares of Restricted Stock shall be issued to the holder in book entry form
and the holder of such Restricted Stock shall have the same rights of a stockholder of the Company as a holder of a Restricted Stock Award would have pursuant to Section 3.2(d). Prior to the settlement of a Performance Award in shares of Common
Stock, including Restricted Stock, the holder of such award shall have no rights as a stockholder of the Company. 
 4.3
Termination of Employment. All of the terms relating to the satisfaction of Performance Measures and the termination of the Performance Period relating to a Performance Award, or any forfeiture and cancellation of such award upon a
termination of employment or service with the Company of the holder of such award, whether by reason of disability, retirement, death or any other reason, shall be determined by the Committee and set forth in the applicable award Agreement.

 V. GENERAL 
 5.1 Effective Date and Term of Plan. This Plan shall be submitted to the stockholders of the Company for approval and, if so approved, shall become effective as of the date on which
this Plan was approved by the Board. This Plan shall terminate as of the first annual meeting of the Company’s stockholders to occur on or after the tenth anniversary of its effective date, unless terminated earlier by the Board. Termination of
this Plan shall not affect the terms or conditions of any award granted prior to termination. 
 Awards may be made at any time
prior to the termination of this Plan, provided that no Incentive Stock Option may be granted later than ten (10) years after the effective date of this Plan. In the event that this Plan is not approved by the stockholders of the Company, this
Plan and any awards granted shall be void and of no force or effect. 
 5.2 Amendments. The Board may amend
this Plan as it shall deem advisable, subject to any requirement of stockholder approval required by applicable law, rule or regulation, including Section 162(m) of the Code and any rule of the New York Stock Exchange, or any other stock
exchange on which the shares of Common Stock are traded; provided, however, that no amendment may impair the rights of a holder of an outstanding award without the consent of such holder. 

5.3 Agreement. Each award under this Plan shall be evidenced by an Agreement setting forth the terms and conditions
applicable to such award. No award shall be 

  
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valid until the recipient of such award accepts the award at the time and in the manner specified by the Company. Upon the acceptance of an award, the award shall be effective as of the effective
date set forth in the Agreement. 
 5.4 Non-Transferability. No award shall be transferable other than by
will, the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company or, to the extent expressly permitted in the Agreement relating to such award, to the holder’s family members, a trust or
entity established by the holder for estate planning purposes or a charitable organization designated by the holder. Except to the extent permitted by the foregoing sentence or the Agreement relating to an award, each award may be exercised or
settled during the holder’s lifetime only by the holder or the holder’s legal representative or similar person. Except as permitted by the first sentence of this Section 5.4, no award may be sold, transferred, assigned, pledged,
hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose
of any award, such award and all rights under the award shall immediately become null and void. 
 5.5 Tax
Withholding. The Company shall have the right to require, prior to the issuance or delivery of any shares of Common Stock or the payment of any cash pursuant to an award, payment by the holder of such award of any Federal, state, local or
other taxes which may be required to be withheld or paid in connection with such award. An Agreement may provide that (i) the Company shall withhold whole shares of Common Stock which would otherwise be delivered to a holder, having an
aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with an award (the “Tax Date”), or withhold an amount of cash which would otherwise be payable to a holder, in the
amount necessary to satisfy any such obligation or (ii) the holder may satisfy any such obligation by any of the following means: (1) a cash payment to the Company, (2) delivery to the Company (either actual delivery or by attestation
procedures established by the Company) of previously owned whole shares of Common Stock having an aggregate Fair Market Value, determined as of the Tax Date, equal to the amount necessary to satisfy any such obligation, (3) authorizing the
Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash which would otherwise be payable to a holder, in either case
equal to the amount necessary to satisfy any such obligation, or (4) any combination of (1), (2) and (3), in each case to the extent set forth in the Agreement relating to the award. Shares of Common Stock to be delivered or withheld may
not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory withholding rate. Any fraction of a share of Common Stock which would be required to satisfy such an obligation shall be disregarded and the
remaining amount due shall be paid in cash by the holder. 
 5.6 Restrictions on Shares. Each award shall
be subject to the requirement that if at any time the Company determines that the listing, registration or qualification of the shares of Common Stock subject to such award upon any securities exchange or under any law, or the consent or approval of
any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the delivery of shares, such shares shall not be delivered unless such listing, registration, qualification, consent,
approval or other 

  
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action shall have been effected or obtained, free of any conditions not acceptable to the Company. 
 5.7 Adjustment. In the event of any stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or
other similar change in capitalization or event, or any distribution to holders of Common Stock other than a regular cash dividend, the number and class of securities available under this Plan, the number and class of securities subject to each
outstanding Option or SAR and the purchase price or base price per share, the terms of each outstanding Restricted Stock Award, Restricted Stock Unit Award and Other Stock-Based Award, including the number and class of securities, the terms of each
outstanding Performance Award, including the number and class of securities, the maximum number of securities with respect to which awards may be granted during any fiscal year of the Company to any one grantee and the maximum amount that may be
payable pursuant to an award of Performance Units granted during any fiscal year of the Company to any one grantee must be appropriately adjusted by the Committee, such adjustments to be made in the case of outstanding Options and SARs without an
increase in the aggregate purchase price or base price. The decision of the Committee regarding any such adjustment shall be final, binding and conclusive. 
 5.8 Change of Control. 
 (a) Notwithstanding any provision in this
Plan or any Agreement, in the event of a Change in Control, the Board (as constituted prior to such Change in Control) may, in its discretion: 
 (i) require that (A) some or all outstanding Options and SARs shall immediately become exercisable in full or in part, (B) the Restriction Period applicable to some or all outstanding Restricted
Stock Awards, Restricted Stock Unit Awards and Other Stock-Based Awards shall lapse in full or in part, (C) the Performance Period applicable to some or all outstanding awards shall lapse in full or in part, and (D) the Performance
Measures applicable to some or all outstanding awards shall be deemed to be satisfied at the target, maximum or any other level; 
 (ii) require that shares of stock of the corporation resulting from or succeeding to the business of the Company pursuant to such Change in Control, or a parent corporation, be substituted for some or all
of the shares of Common Stock subject to an outstanding award, with an appropriate and equitable adjustment to such award as determined by the Board in accordance with Section 5.7; and/or 

(iii) require outstanding awards, in whole or in part, to be surrendered to the Company by the holder, and to be
immediately cancelled by the Company, and to provide for the holder to receive (A) a cash payment in an amount equal to (1) in the case of an Option or an SAR, the number of shares of Common Stock then subject to the portion of such Option
or SAR surrendered, to the extent such Option or SAR is then exercisable or becomes exercisable pursuant to Section 5.8(a)(i), multiplied by the excess, if any, of the Fair Market Value of a share of Common Stock as of the date of the Change in
Control, over the purchase price or base price per share of Common Stock subject to such Option 

  
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or SAR, (2) in the case of a Stock Award, the number of shares of Common Stock then subject to the portion of such award surrendered, to the extent the Restriction Period and Performance
Period, if any, on such Stock Award have lapsed or will lapse pursuant to Section 5.8(a)(i) and to the extent that the Performance Measures, if any, have been satisfied or are deemed satisfied pursuant to Section 5.8(a)(i), multiplied by
the Fair Market Value of a share of Common Stock as of the date of the Change in Control, and (3) in the case of a Performance Award, the value of the Performance Shares or Performance Units then subject to the portion of such award
surrendered, to the extent the Performance Period applicable to such award has lapsed or will lapse pursuant to Section 5.8(a)(i) and to the extent the Performance Measures applicable to such award have been satisfied or are deemed satisfied
pursuant to Section 5.8(a)(i), (B) shares of capital stock of the corporation resulting from or succeeding to the business of the Company pursuant to such Change in Control, or a parent corporation thereof, having a fair market value not
less than the amount determined under clause (A) above; or (C) a combination of the payment of cash pursuant to clause (A) above and the issuance of shares pursuant to clause (B) above. 

(b) A “Change in Control” shall be deemed to have occurred if: 

(i) any person (as that term is used in Sections 13(d) and 14(d) of the Exchange Act ) (1) is or becomes the
beneficial owner (as that term is used in Section 13(d) of the Exchange Act, and the rules and regulations promulgated thereunder) of 50% or more of the total fair market value or total voting power of the Company (“Voting
Securities”) or (2) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person) ownership of the stock of the Company possessing 30% or more of the Voting Securities,
excluding, in each case, however, the following: (A) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly
from the Company; (B) any acquisition by the Company; (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company; (D) the acquisition of additional
stock or voting power by a person considered to own more than 50% of the total fair market value or Voting Securities in the case of clause (1) of this clause (i) or by a person considered to own more than 30% of the Voting Securities in
the case of clause (2) of this clause (i) or (E) any acquisition pursuant to a transaction that complies with clauses (A), (B) and (C) of clause (iii) below; 

(ii) more than 50% of the members of the Board shall, during a 12-month period, cease to be Continuing Directors (which
term, as used herein, means the directors of the Company: (A) who were members of the Board on the effective date of this Plan; or (B) who subsequently became directors of the Company and who were elected or designated to be candidates for
election as nominees of the Board, or whose election or nomination for election by the Company’s stockholders was otherwise approved, by a vote of a majority of the Continuing Directors then on the Board but shall not include, in any event, any


  
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individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14(a)-11 of Regulation 14A promulgated under
the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board); or 
 (iii) there is consummated a merger or consolidation of the Company with, or, any transaction or series of transactions in which, substantially all of the business or assets of the Company shall be sold
or otherwise acquired by, another corporation or entity unless, as a result thereof: (A) the stockholders of the Company immediately prior thereto shall beneficially own, directly or indirectly, at least 60% of the combined Voting Securities of
the surviving, resulting or transferee corporation or entity (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the assets of the Company, either directly or through one
or more subsidiaries) (“Newco”) immediately thereafter in substantially the same proportions as their ownership immediately prior to such corporate transaction; (B) no person beneficially owns (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act, and the rules and regulations promulgated thereunder), directly or indirectly, 30% or more of the combined Voting Securities of Newco immediately after such corporate transaction except to the extent
that such ownership of the Company existed prior to such corporate transaction, and (C) more than 50% of the members of the board of directors of Newco shall be Continuing Directors. 

5.9 Deferrals. The Committee may determine that the delivery of shares of Common Stock or the payment of cash, or a
combination of both, upon the settlement of all or a portion of any award shall be deferred, or the Committee may, in its sole discretion, approve deferral elections made by holders of awards. Deferrals shall be for such periods and upon such terms
as the Committee may determine in its sole discretion, subject to the requirements of Section 409A of the Code. 

5.10 No Right of Participation, Employment or Service. Unless otherwise set forth in an employment agreement, no
person shall have any right to participate in this Plan. Neither this Plan nor any award shall confer upon any person any right to continued employment by or service with the Company, any Subsidiary or any affiliate of the Company or affect in any
manner the right of the Company, any Subsidiary or any affiliate of the Company to terminate the employment of any person at any time without liability. 
 5.11 Rights as Stockholder. No person shall have any right as a stockholder of the Company with respect to any shares of Common Stock or other equity security of the Company which is
subject to an award unless and until such person becomes a stockholder of record with respect to such shares of Common Stock or equity security. 
 5.12 Designation of Beneficiary. To the extent permitted by the Committee, a holder of an award may file with the Company a written designation of one or more persons as such
holder’s beneficiary or beneficiaries (both primary and contingent) in the event of the holder’s death or incapacity. To the extent an outstanding Option or SAR granted is exercisable,


  
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such beneficiary or beneficiaries shall be entitled to exercise such Option or SAR pursuant to procedures prescribed by the Company. Each beneficiary designation shall become effective only when
filed in writing with the Company during the holder’s lifetime on a form prescribed by the Company. The spouse of a married holder domiciled in a community property jurisdiction shall join in any designation of a beneficiary other than such
spouse. The filing with the Company of a new beneficiary designation shall cancel all previously filed beneficiary designations. If a holder fails to designate a beneficiary, or if all designated beneficiaries of a holder predecease the holder, then
each outstanding award held by such holder, to the extent vested or exercisable, shall be payable to or may be exercised by such holder’s executor, administrator, legal representative or similar person. 

5.13 Governing Law. This Plan, each award and the related Agreement, and all determinations made and actions taken
under the Plan, each award and related Agreement, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to
principles of conflicts of laws. 
 5.14 Replacement and Substitute Awards. Notwithstanding anything in
this Plan to the contrary, each Option and Restricted Stock Unit Award that is intended to be a Replacement or Substitute Award granted in connection with the spin-off of the Company from Fortune Brands shall be subject to the terms and conditions
of the Fortune Brands award to which it relates, subject to the adjustment of such award by the Compensation and Stock Option Committee of Fortune Brands and the terms of the Employee Matters Agreement; provided that following the date of such
spin-off, each such award shall be administered by the Committee pursuant to the terms of this Plan. 
 5.15
Foreign Employees. Without amending this Plan, the Committee may grant awards to eligible persons who are foreign nationals and/or reside outside the U.S. on such terms and conditions different from those specified in this Plan as may
in the judgment of the Committee be necessary or desirable to foster and promote achievement of the purposes of this Plan, and, for this purpose, the Committee may make such modifications, amendments, procedures, subplans and the like as may be
necessary or advisable to comply with provisions of laws in other countries or jurisdictions in which the Company or its Subsidiaries operates or has employees. 

  
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